Couche-Tard chairman looks to extend founders' voting control

Alimentation Couche-Tard's chairman Alain Bouchard says a solution can be found over the next five years to protect the convenience store chain from the threat of a hostile takeover.

His comments come a year after opposition from large institutional investors forced Couche-Tard's four founders to withdraw a shareholder vote on extending their voting advantage.

Bouchard declined to detail available options, but said an agreement is possible that eliminates the need for a formal vote.

He said he would never go around shareholders.

"I'm too respectful of our shareholders, even the ones that didn't support me,'' he told reporters after the company's annual meeting.

The founders last year withdrew, at the last minute, a proposal allowing them to retain multiple voting share as long as one sits on the company's board.

Under current rules set to expire in five years, the advantage ends when the last of the four turns 65 or dies. Jacques D'Amours reaches that age in December 2021, while Bouchard, Richard Fortin and Real Plourde are all at least 65.

The founders require support from two-thirds of shareholders to make any change.

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They faced opposition last year from proxy advisory firm Institutional Shareholder Services, which many large companies follow in casting their votes.

Bouchard said there appears more support now to the proposal.

Even without the change, he said a hostile takeover would be difficult because of Couche-Tard's $37 billion in market capitalization, the 23 per cent controlled by the founders and support of long-standing shareholders.

"So it won't be easy tomorrow, or even in five years, if the environment doesn't change,'' he said.

However, Bouchard said he's most worried the company's share price could dramatically fall as it has done several times, including in 2008 when its share price lost 65 per cent of its value almost overnight during the financial crisis.

Meanwhile, Bouchard told reporters that he's not opposed to government efforts to increase minimum wages to $15 per hour, but said the result would be higher prices as the costs would be passed to consumers.

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Earlier, Couche-Tard told shareholders that it will look to further grow fuel volumes, including in emerging markets, to offset the expected threat in the next five or six years from electric cars and more fuel-efficient vehicles.

Bouchard said the company has seen a similar situation with tobacco as fewer people smoke. However, the company has grown its cigarette sales.

He also defended against shareholder Yvon Gagnon's criticism of chief executive Brian Hannasch's lack of ability to speak French.

"I find this somewhat insulting,'' Gagnon said, noting that Bouchard promised two years ago that the American-born CEO would learn French.

Bouchard responded that Hannasch has been instead focused on growing the company, including through a series of acquisitions that will make it the largest convenience store chain in North America.