A battle for control of Parkland Corporation’s board is brewing as disgruntled shareholder Simpson Oil seeks to replace a majority of directors ahead of Parkland’s annual general meeting in Calgary on May 6.

Simpson owns nearly 20% of the company’s outstanding shares.

Simpson has put forward nine nominees for election to the board of directors. In response, Parkland described the move as “a self-interested attempt by Simpson, a minority shareholder, to seize full control of Parkland without paying a control premium.”

On the other hand, Simpson contends that it is Parkland’s largest shareholder and repeatedly expressed concerns have been ignored.

Parkland says it has made repeated efforts to engage constructively with Simpson, including offering board representation and a seat on the special committee overseeing a strategic review.

“It is disappointing that Simpson have chosen this adversarial approach,” the company said in a statement.

Michael Jennings, Parkland’s board chair, cited concerns about the qualifications of several of Simpson’s nominees.

“Many members of the Simpson slate lack credibility and relevant experience to meet the standards required to govern a public company of Parkland’s scale and complexity,” Jennings said.

Parkland has agreed to nominate three of Simpson’s candidates—Brian Gibson, Karen Stuckey, and Michael Christiansen—acknowledging the skills they bring to the board.

“We are committed to maximizing value for all shareholders,” added Jennings. “We are confident that Parkland’s proposed board, including three of Simpson’s nominees, is the best choice to oversee the strategic review process, protect the interest of all shareholders and find a resolution with Simpson while ensuring day-to-day operations remain on track.”

Simpson, however, paints a starkly different picture. In a letter to shareholders, the company accused Parkland of overseeing “persistent financial underperformance, strategic missteps, and sustained destruction of shareholder value.” Simpson claims that Parkland’s total shareholder return has lagged peers by nearly 96% since 2019.

Despite previously securing two board seats in 2023, Simpson alleges its nominees were sidelined and “deliberately excluded from key discussions.”

In late 2023, two Simpson representatives quit Parkland’s board after just seven months, following the company’s refusal to name one of them as board chair, The Globe and Mail reported previously.

In 2024, Simpson won a ruling from the Ontario Superior Court, freeing it from a 2019 governance agreement that had prevented it from engaging in activism or soliciting bids for the company.

As a result, Simpson called for Parkland to explore a sale.

The shareholder now argues that the only way to hold the current board accountable is through sweeping change.

Earlier this year, Parkland appointed two independent board members to appease Simpson, while reiterating an invitation for the company to rejoin the board.

Instead, Simpson is proposing a new slate of nine directors, including several with deep industry, investment, and governance experience. Simpson’s proposed directors are Monty Baker, Mark Davis, Jackie Doak, Chris Folan, Marc Halley, and Darcy Morris, alongside Christiansen, Gibson, and Stuckey.

Parkland operates about 4,000 gas stations and electric-vehicle charging sites across Canada, the U.S., and the Caribbean. The company also owns the On the Run convenience-store chain and M&M Food Market. Much of the company’s Caribbean network was acquired from Simpson when Parkland purchased the SOL refuelling-station chain in 2018 and 2022 for a combined $2.4 billion.

U.S.-based activist hedge fund Engine Capital has also called for a new Parkland board to oversee the review process,

Meanwhile, Parkland has made a key executive appointment. Brad Monaco was recentlynamed permanent Chief Financial Officer, effective immediately.

Monaco had been serving in the role on an interim basis since January. He has held a range of senior positions within Parkland. The company cited his “strong financial, business, and strategic acumen” as essential to driving Parkland’s performance during this period of heightened scrutiny.

Pictured: On the Run convenience store in Toronto.

Photo: PenguinLens

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Photo: Parkland Corporation