Transat A.T. Inc.
shareholders

are being urged by the company’s current board to vote against nominees put forward by its largest shareholder,

Pierre Karl Péladeau‘s

Financière Outremont Inc., as a vote on the proposed new directors is set to take place during the annual general meeting on Mar. 10.

Late last year, Péladeau called for a special meeting to be held “to prevent further destruction of shareholder value” of the

Montreal-based airline

by reducing the number of

directors on the company’s board

.

His investment firm, Financière Outremont, which holds nearly 10 per cent of Transat’s shares, had publicly expressed disapproval over the airline’s financial position and strategy, formally calling for the company’s board to be

reduced to six directors

from 11, with half of them newly elected.

In a press release on Friday, Transat’s board, led by chair Susan Kudzman, announced a recommendation by Glass Lewis, an

independent proxy advisory firm

the company hired, to vote against or withhold from all dissident shareholder proposals being put forward by Financière Outremont.

“This is a pivotal moment for Transat,” Kudzman said in a

statement

on Feb. 25. “The Board remains focused on executing a clear plan that is delivering measurable results and positioning Transat for sustainable long-term value creation for the benefit of all shareholders.”

The board said Glass Lewis recommended shareholders vote for all of Transat’s eight director nominees at the upcoming meeting, as well as vote in line with the board on all other items of business it had put forward. These include an amendment to provide a minimum of eight and maximum of 15 directors, which is still more than Péladeau’s proposal to reduce the number to six.

Péladeau had proposed new board members including himself, Du Musée Investments Inc. chief executive André Brosseau and market research firm Léger co-founder Jean-Marc Léger, with Brosseau assuming the role of chair.

Glass Lewis instead recommended the eight nominees put forward by Transat’s current board, led by Kudzman, including Christiane Bergevin, Daniel Desjardins, Marie-Pierre Dhers, Michael R. DiLollo, Vincent Duhamel, Stéphane Lefebvre, Bruno Matheu and Air Transat’s president and chief executive Annick Guérard.

“While the Dissident Nominees bring experience in corporate leadership, capital markets, and consumer analytics, none appears to fill a demonstrable aviation-specific skill gap not already represented on the current slate,” Glass Lewis was quoted on the press release.

The deadline for proxy voting for Transat shareholders is March 6 at 9:00 a.m.

• Email: dpaglinawan@postmedia.com

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