Couche-Tard Seeks to Keep Its Founders Involved

LAVAL, Quebec — Alimentation Couche-Tard Inc. will seek shareholder approval to remove a stipulation that the company must terminate its dual-class structure once the last of its founders turns age 65.

Laval-based Couche-Tard’s founders are Alain Bouchard, 66; Jacques D’Amours, 58; Richard Fortin, 66; and Réal Plourde, 64.

Instead of following this corporate bylaw, Couche-Tard will seek shareholder approval to maintain its dual-class structure until the earlier to occur of:

• The date on which no founder is a director of Couche-Tard; or
• The date on which the founders and/or their family members directly or indirectly collectively cease to hold more than 50 percent of the voting rights attached to all outstanding voting shares of Couche-Tard.

In addition, the holders of Class B subordinate voting shares of Couche-Tard would be granted the right to elect separately the nearest whole number to 30 percent of the directors of Couche-Tard, which would initially be three of the current 11 directors.

Voting for these proposals will take place Sept. 22 at Couche-Tard’s annual meeting.

Together, as of July 10, 2015, the founders owned approximately 22.7 percent of the issued and outstanding shares of Couche-Tard.

According to the convenience store retailer, the proposed amendments are the result of a thorough and careful process conducted by a special committee comprised of three independent members of the board of directors.

"The four founders of Couche-Tard have been involved with the company since inception,” said Bouchard, Couche-Tard’s founder and executive chairman of the board.  “We want to continue growing our company and creating value for our shareholders. When the company became publicly listed in 1986, the shares were priced at $2.25; as of July 17, 2015, these same shares (now subordinate voting shares) are worth $1,392 taking into account the series of share splits, an increase of almost 650 times.

"I believe that our continued involvement will allow Couche-Tard to build on its strong foundation,” he concluded.  “We would like to continue focusing on long-term value creation, which has been key to our success. We want to work closely with the new generation of employees, mentoring them to the best of our knowledge, sharing with them our expertise and know-how. We also want to preserve the 40-plus year relationship the four of us have built with industry leaders and suppliers.”

Alimentation Couche-Tard Inc. is the parent company of Circle K and Kangaroo Express stores in the United States.