Algonquin and Starboard Value reach board expansion agreement amid governance collaboration

Company

Algonquin Power & Utilities Corp.

Law Firm / Organization
Blake, Cassels & Graydon LLP
Law Firm / Organization
Weil, Gotshal & Manges LLP

Company

Starboard Value LP

Law Firm / Organization
Goodmans LLP
Law Firm / Organization
Olshan Frome Wolosky LLP

On March 13, 2025, Algonquin Power & Utilities Corp. ("Algonquin") announced a cooperation agreement with Starboard Value LP ("Starboard"), which owns approximately 8.66% of Algonquin's outstanding common shares (66,433,000 shares). The agreement outlines corporate governance changes, including the expansion of Algonquin’s Board of Directors by one seat to accommodate a Starboard-nominated director. If the initial nominee requires Federal Energy Regulatory Commission (FERC) approval and is not approved, Starboard may nominate a replacement.

The newly appointed director, alongside Brett Carter and Christopher Lopez (together, the "Appointed Directors"), will be nominated for election at Algonquin’s 2025 Annual General Meeting, with terms expiring at the 2026 meeting. Algonquin has agreed to support these nominees and solicit proxies for them on the same basis as its other Board candidates. The agreement signals a cooperative effort between Algonquin and Starboard to improve governance and shareholder alignment.

Legal advisors involved in the agreement include Blake, Cassels & Graydon LLP (Jeffrey Lloyd and Taylor Dickinson) and Weil, Gotshal & Manges LLP (Michael J. Aiello and Megan Pendleton) representing Algonquin. Starboard is advised by Goodmans LLP (Jonathan Feldman and Mark Spiro) and Olshan Frome Wolosky LLP (Andrew M. Freedman and Meagan M. Reda). This alignment between a leading Canadian utility and a prominent activist investor underscores an evolving approach to board composition and shareholder engagement. No transaction value was disclosed.

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