Parkland Corp. has appointed two independent directors to its board, a day after one of its shareholders asked it to do so.
Engine Capital LP, which holds about 2.5% of Parkland Corp.’s outstanding shares, on Monday asked the convenience retailer and fuel marketer to add “qualified shareholder representatives and independent directors” to its board of directors to ensure a comprehensive strategic review.
Calgary, Alberta-based Parkland said on March 5 it initiated a strategic review to identify opportunities to maximize value for all shareholders. This could include asset divestments, acquisitions, transformative business combinations and a sale of the company.
In its Monday statement, Engine Capital said Parkland’s board could not be trusted to represent shareholders’ interests.
“Given its track record of indefensible behavior, we were not surprised to see the board suddenly announce a review of strategic alternatives—something it vehemently opposed previously—just two months before the 2025 Annual Meeting,” Engine Capital said. “The fact that Parkland’s stock rose merely 6% on the news says it all: the market doubts the board’s true intentions, judgement and competence to run a true process.”
On Tuesday, Parkland Corp. said it had appointed two independent directors—Felipe Bayon and Sue Gove—to its board of directors.
Parkland Corp. is No. 38 on CSP’s 2024 Top 202 ranking of U.S. convenience-store chains by store count.
Investors are correct in their concerns regarding the current directors’ ability to oversee a review based on the board’s track record of “poor decision-making and anti-shareholder actions,” Engine Capital said. Those actions, according to Engine Capital, include the board wasting millions of shareholders’ money on litigation to try to prevent Simpson Oil Ltd. from exercising its voting rights, the board refusing to engage with a credible strategic party who reportedly submitted a premium takeover offer in summer 2023 and the board rejecting a call for a strategic review in April 2024.
Engine Capital had previously called for a strategic review of Parkland in April 2024, following the same request from Parkland’s largest shareholder Simpson Oil Ltd.
Parkland’s board has also overseen meaningful underperformance, executed poorly on their previously announced noncore asset divestment program and the board has demonstrated zero interest in engaging with its shareholders, Engine Capital said.
“At this point, it is clear that the board has failed in its core responsibility to act in the best interests of shareholders and therefore cannot be trusted to oversee the strategic review,” Engine Capital said. “We firmly believe that a comprehensive reconstitution of the board, including the appointment of shareholder representatives and qualified independent directors, is necessary to ensure a thorough evaluation of all paths to delivering enhanced shareholder value.”
Parkland’s New Board Appointments
Parkland said on Tuesday its new board appointments reinforce the company’s commitment to strong corporate governance by adding “two highly experienced c-suite leaders.”
Bayon has more than 30 years of experience in the global energy sector. He has held senior operational roles with BP plc and been president and CEO of Ecopetrol S.A., Colombia’s largest integrated energy company, Parkland said.
Gove has extensive experience in the retail sector, including holding CEO, CFO and COO position. She’s led multiple strategic transformations and brings extensive public and private company board experience, including a 12-year tenure at AutoZone Inc., Parkland said.
“These appointments mark the latest step in Parkland’s ongoing commitment to strong governance and a rigorous, ongoing board renewal process, which has prioritized recruiting directors with deep industry and executive expertise,” Parkland said. “Additionally, as Parkland undergoes its previously announced strategic review, Mr. Bayon and Ms. Gove’s expertise will provide valuable perspective in evaluating opportunities to maximize value for all shareholders.”
Parkland has added six independent directors to the board over the past two years, it said.
Parkland’s Annual General Meeting of Shareholders is scheduled for May 6. The company said it invites Simpson Oil, its largest shareholder, to rejoin the board and participate on the special committee, which is leading the company’s strategic review.
Parkland is an international fuel distributor, marketer and convenience retailer with operations in 26 countries across the Americas. It has more than 4,000 retail and commercial locations across Canada, the United States and the Caribbean region. This includes about 210 company-operated c-stores in the United States, under brands including On the Run. In September, Parkland said it would sell its struggling Florida retail and commercial businesses.
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