SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
December 6, 2019
Commission File Number: 001-14684
Shaw Communications Inc.
(Translation of registrants name into English)
Suite 900, 630 3rd Avenue S.W., Calgary, Alberta T2P 4L4 (403) 750-4500
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
The information contained in this report on Form 6-K and any exhibits hereto shall be deemed filed with the Securities and Exchange Commission (SEC) solely for purpose of being and hereby are incorporated by reference into and as part of the Registration Statement on Form F-10 (File No. 333-222653), filed by the registrant under the Securities Act of 1933, as amended, and into each prospectus outstanding thereunder.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Shaw Communications Inc. | ||||||
Date: December 6, 2019 | ||||||
By: | /s/ Trevor English | |||||
Name: | Trevor English | |||||
Title: | Executive Vice President, Chief Financial & Corporate Development Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
1 | Notice & Proxy Circular | |
2 | Form of Proxy |
Exhibit 1
Shaw) Notice & Proxy Circular Annual General Meeting January 14, 2020
SHAW COMMUNICATIONS INC.
Notice of Annual General Meeting of
Shareholders and Availability of Materials
Date: |
Tuesday, January 14, 2020 | |
Time: |
11:00 a.m. (Mountain time) | |
Location: |
Shaw Court 630 3rd Avenue S.W. Calgary, Alberta
|
Shaw Communications Inc. (Shaw) will be holding its annual general meeting (the Meeting) at the above-referenced time and location.
Shaw is using the notice and access model for delivery of materials to its shareholders for the Meeting. This model supports Shaws environmental goals by reducing paper use and the cost of printing and mailing.
Under notice and access, holders of Class A Participating Shares (Class A Shares) receive a proxy or voting instruction form enabling them to vote at the Meeting; however, instead of a paper copy of the management proxy circular (Circular), they receive this notice with information on how to access the Circular electronically. Holders of Class B Non-Voting Participating Shares (Class B Non-Voting Shares) will also receive this notice with information on how to access the Circular electronically.
Business of the Meeting: |
Heading in the Circular under Business of the Meeting where matter is described | |
1. Receive Shaws consolidated financial statements for the year ended August 31, 2019 and the auditors report on those statements |
Consolidated Financial Statements | |
2. Elect directors |
Election of Directors | |
3. Appoint auditors |
Appointment of Auditors | |
4. Transact such other business as may properly come before the Meeting |
Voting Shares
Holders of Class A Shares of record at the close of business on November 25, 2019 are the only shareholders entitled to vote at the Meeting. Holders of Class B Non-Voting Shares are entitled to attend and speak at the Meeting, but are not entitled to vote on any matter proposed for consideration at the Meeting.
Shaw Communications Inc. | 1 |
Notice of Meeting
Voting
Registered Shareholders | ||||||||
A holder of Class A Shares who holds the shares directly in their own name and not through a nominee (such as a bank, securities broker, trustee, trust company or other institution) is a registered shareholder. Registered holders of Class A Shares are asked to return their proxies to AST Trust Company (Canada) using one of the following methods:
| ||||||||
Internet: | Telephone: | Facsimile: | Email: | Mail: | ||||
www.astvotemyproxy.com | 1-888-489-5760 |
1-866-781-3111 (North America) 416-368-2502 (outside North America)
|
proxyvote@astfinancial.com | AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1 | ||||
In order to be valid and acted upon at the Meeting, completed proxies or votes must be received by AST Trust Company (Canada) by 11:00 a.m. (Mountain Time) on Friday, January 10, 2020 or, in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting. A person appointed as a proxyholder need not be a shareholder. See the Circular for further instructions.
|
Non-Registered Shareholders | ||||
A holder of Class A Shares who holds the shares through an account in the name of a nominee (such as a bank, securities broker, trustee, trust company or other institution) is a non-registered (or beneficial) shareholder. Non-registered holders of Class A Shares are asked to return their voting instruction form using one of the following methods at least one business day before the proxy deposit date noted in the voting instruction form.
| ||||
Internet: | Telephone: | Mail: | ||
www.proxyvote.com | 1-800-474-7493 (English) or 1-800-474-7501 (French) |
Data Processing Centre, PO Box 2800 Stn Lcd Malton, Mississauga ON L5T 2T7
|
Right to Attend
Registered and non-registered shareholders are entitled to attend the Meeting. Registered and non-registered shareholders will be required to register for the Meeting by identifying themselves at the registration desk. All shareholders should be prepared to present valid photo identification on registration and non-registered shareholders should be prepared to present proof of share ownership.
Websites Where Meeting Materials are Posted
Electronic copies of the proxy-related materials and the 2019 Annual Report may be found and downloaded at http://www.meetingdocuments.com/astca/sjr or at Shaws profile at www.sedar.com.
Shareholders are reminded to review the Circular before voting.
Paper Copies of Meeting Materials
Should you wish to receive paper copies of the proxy materials for the Meeting or Shaws 2019 Annual Report, or if you have any questions about notice and access, please contact AST Trust Company (Canada) at 1-888-433-6443 or fulfilment@astfinancial.com.
Shaw expects that a request for materials will need to be received prior to December 27, 2019 in order to receive paper copies in advance of the deadline for submission of proxies or voting instruction forms for the Meeting. Materials will be sent within three business days of requests received before the date of the Meeting.
By Order of the Board of Directors, | ||
(signed) |
Peter A. Johnson | |
Executive Vice President, Chief Legal and Regulatory Officer |
Calgary, Alberta
November 26, 2019
2 | Shaw Communications Inc. |
SHAW COMMUNICATIONS INC.
This management proxy circular (the Proxy Circular) is dated November 26, 2019, and the information contained herein is provided in connection with the solicitation of proxies by and on behalf of management of Shaw Communications Inc. (Shaw or the Company) for use at the annual general meeting of shareholders of the Company to be held on January 14, 2020 (the Meeting), and any adjournments thereof, as set forth in the Notice of Annual General Meeting of Shareholders and Availability of Materials (the Notice of Meeting).
The Company uses the notice and access model for delivery of Meeting materials. This model supports Shaws environmental goals by reducing use of paper and the cost of printing and mailing materials for the Meeting.
Registered and non-registered holders of Class A Participating Shares (Class A Shares) will receive a proxy or voting instruction form and a copy of the Notice of Meeting that sets out how to access the Proxy Circular on-line. Holders of Class B Non-Voting Participating Shares (Class B Non-Voting Shares) will also receive a copy of the Notice of Meeting. A paper copy of the Proxy Circular by mail can be requested by contacting the Companys transfer agent, AST Trust Company (Canada), at 1-888-433-6443 or fulfilment@astfinancial.com.
Meeting materials will be sent to registered shareholders by AST Trust Company (Canada). Meeting materials will be sent to non-registered shareholders by Broadridge Investor Communication Solutions, who acts on behalf of intermediaries to send proxy materials. The Company will pay intermediaries to send Meeting materials, including a voting instruction form, if applicable, to objecting non-registered shareholders.
It is expected that solicitation of proxies for the Meeting will primarily be by mail, but may also be made by telephone or other means of telecommunication by directors, officers or employees of the Company. The cost of the solicitation will be borne by the Company.
Unless otherwise noted, the information contained in the Proxy Circular is given as of November 26, 2019. All amounts are expressed in Canadian dollars.
Proxy Circular Shaw Communications Inc. | 3 |
1. | Voting Shares |
Holders of Class A Shares of record at the close of business on November 25, 2019 (the Record Date) are the only shareholders entitled to vote at the Meeting. Holders of Class B Non-Voting Shares are entitled to attend and speak at the Meeting, but are not entitled to vote on any matter proposed for consideration at the Meeting.
2. | Registered Shareholders |
Holders of Class A Shares who hold shares directly in their own names and not through a nominee (such as a bank, securities broker, trustee, trust company or other institution) are registered shareholders.
Voting in Person
Registered holders of Class A Shares may vote their Class A Shares in person at the Meeting. To vote in person, a registered holder of Class A Shares should not complete and file a form of proxy as described below.
Voting by Proxy
Registered holders of Class A Shares may vote their Class A Shares by appointing a proxy. The Shaw representatives named in the form of proxy mailed to registered shareholders are each a director or officer of the Company. A registered holder of Class A Shares who wishes to appoint some other person to represent them at the Meeting may do so by striking out the names of the Shaw representatives in the form of proxy and inserting in the space provided, the name of the person they wish to appoint as their proxyholder (who need not be a shareholder).
Proxyholder Discretion
Where instructions are specified, the Shaw representatives named in the form of proxy mailed to registered shareholders will vote the Class A Shares in respect of which they are appointed in accordance with those instructions. In the absence of an instruction, it is intended that such Class A Shares be voted for the adoption of all resolutions referred to in the Notice of Meeting.
The form of proxy mailed to registered shareholders confers discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this Proxy Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any such amendment, variation or other matter which is not now known should properly come before the Meeting, then the Shaw representatives named in the form of proxy will vote on such matters in accordance with their best judgment with respect to the Class A Shares represented by the proxy.
Filing a Proxy
Registered holders of Class A Shares may file their proxy or vote with AST Trust Company (Canada) by using one of the following methods:
Internet: | Telephone: | Facsimile: | Email: | Mail: | ||||
www.astvotemyproxy.com | 1-888-489-5760 |
1-866-781-3111 (North America) 416-368-2502 (outside North America)
|
proxyvote@astfinancial.com | AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1 |
(To file by internet or telephone, a registered holder of Class A Shares will require the control number that is printed on the form of proxy mailed to that shareholder.)
To be valid and acted upon at the Meeting, completed proxies or votes must be received by AST Trust Company (Canada) by 11:00 a.m. (Mountain Time) on Friday, January 10, 2020 or, in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting. The Chair of the Meeting can waive or extend the time limit for depositing proxies at their discretion without notice.
4 | Shaw Communications Inc. Proxy Circular |
Voting Procedures
Revocation of Proxy
A shareholder who has given a proxy may revoke it, in any manner permitted by law, including by signing a proxy bearing a later date or a notice of revocation and, in either case, delivering it to the attention of the Corporate Secretary of the Company at its registered office up to the day before the Meeting or to the Chair of the Meeting on the day of the Meeting.
3. | Non-Registered Holders |
A holder of Class A Shares through an account in the name of a nominee (such as a bank, securities broker, trustee, trust company or other institution) is a non-registered shareholder. In this case, the nominee is listed on a register maintained by the Companys transfer agent and the non-registered shareholder would not be listed. Non-registered shareholders of Class A Shares will receive a voting instruction form rather than a form of proxy.
Voting in Person
Non-registered holders of Class A Shares may vote their Class A Shares in person at the Meeting. In order to vote in person, a non-registered holder of Class A Shares should not put voting instructions on the voting instruction form. Instead, that shareholder should write their name in the space provided on the voting instruction form and then sign and return it.
Voting Instruction Form
Each Shaw representative named as the nominee to attend and act for the non-registered shareholder at the Meeting in the voting instruction form is a director or officer of the Company. A non-registered holder of Class A Shares who wishes to appoint some other person to represent them at the Meeting may do so by inserting the name of that person (who need not be a shareholder) in the space provided in the voting instruction form and then sign and return it.
Filing a Voting Instruction Form
Non-registered holders of Class A Shares are asked to file their voting instruction form or votes at least one business day before the proxy deposit date noted in the voting instruction form by carefully following the instructions on the voting instruction form provided to the non-registered shareholder and using one of the following methods:
Internet: | Telephone: | Mail: | ||
www.proxyvote.com | 1-800-474-7493 (English) or 1-800-474-7501 (French) |
Data Processing Centre, PO Box 2800 Stn Lcd Malton, Mississauga ON L5T 2T7
|
4. | Right to Attend |
Registered and non-registered shareholders are entitled to attend the Meeting. Registered and non-registered shareholders will be required to register for the Meeting by identifying themselves at the registration desk. All shareholders should be prepared to present valid photo identification on registration and non-registered shareholders should be prepared to present proof of share ownership.
5. | Voting Shares and Principal Holders Thereof |
Only the holders of Class A Shares of record at the close of business on the Record Date will be entitled to vote at the Meeting. Each holder of Class A Shares is entitled to one vote for each share held. As of the Record Date, there were 22,372,064 outstanding Class A Shares.
Voting control of the Company is held by Shaw Family Living Trust (SFLT) and its subsidiaries. The sole trustee of SFLT is a private company owned by JR Shaw and having a board comprised of seven directors, including as at November 26, 2019, JR Shaw (Chair), Bradley S. Shaw, four other members of JR Shaws family, and one independent director. SFLT and its subsidiaries hold 17,562,400 Class A Shares, representing approximately 79% of the outstanding Class A Shares, for the benefit of descendants of JR and Carol Shaw. JR Shaw controls these shares and 77,000 additional Class A Shares.
Proxy Circular Shaw Communications Inc. | 5 |
Voting Procedures
The Company has been advised that all such Class A Shares will be voted in favour of the resolutions referred to in the Notice of the Meeting and therefore anticipates that these resolutions will be approved.
To the knowledge of the directors and executive officers of the Company, no other person beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the Class A Shares.
6. | Restricted Shares |
Holders of Class B Non-Voting Shares are not entitled to vote at meetings of shareholders of the Company, except as provided by law, and will not be entitled to vote on any matter at the Meeting. In the event of a take-over bid, in certain circumstances which are described in the Companys 2019 Annual Information Form, a holder of Class B Non-Voting Shares may be entitled to convert such shares into Class A Shares for purposes of tendering to the take-over bid. As of November 26, 2019, there were 495,362,964 outstanding Class B Non-Voting Shares.
6 | Shaw Communications Inc. Proxy Circular |
1. | Consolidated Financial Statements |
The Companys audited consolidated financial statements for the year ended August 31, 2019 and the related managements discussion and analysis are included in the Companys 2019 Annual Report which was mailed to those shareholders who have requested a copy. Electronic copies of the 2019 Annual Report may be found and downloaded at http://www.meetingdocuments.com/astca/sjr or at the Companys profile on www.sedar.com or the Companys website at www.shaw.ca. A paper copy by mail can also be requested by contacting AST Trust Company (Canada) at 1-888-433-6443 or fulfilment@astfinancial.com.
Other information concerning the Company, including the Companys Business Conduct Standards and 2019 Annual Information Form may be found and downloaded from the Companys profile on www.sedar.com or the Companys website at www.shaw.ca, or may be obtained by request and without charge from the Corporate Secretary of the Company, Suite 900, 630 3rd Avenue S.W., Calgary, Alberta, Canada, T2P 4L4, Telephone (403) 750-4500. Copies of any documents referred to in the Proxy Circular as being available on the Companys website may also be obtained from the Corporate Secretary of the Company.
2. | Election of Directors |
The number of directors to be elected to the Board of Directors (the Board) of the Company is 15. Directors will hold office until the next annual meeting of shareholders of the Company or until their successors are elected or appointed.
The name of each nominee and his or her municipality of residence, age, year first elected or appointed a director, biography, meeting attendance record, ownership of securities of the Company, as applicable, and other information are set out below.
Management of the Company recommends voting in favour of each nominee listed below.
Majority Voting Policy
Under the Companys majority voting policy, in an uncontested election, a director who does not receive the support of a majority of the votes cast will tender their resignation. The Board will promptly accept the resignation unless there are exceptional circumstances that justify a delay in accepting the resignation or rejection of it. The Board may refer the matter to the Corporate Governance and Nominating Committee for consideration and recommendation to the Board. The Board will make a decision within 90 days after the relevant meeting and issue a press release announcing the resignation or explaining why it has not been accepted.
Advance Notice By-Laws for the Nomination of Directors
The Companys amended and restated By-Law 1A contain an advance notice bylaw relating to the nomination of directors (the Advance Notice By-Law).
The purpose of the Advance Notice By-Law is to make sure all voting shareholders (including those participating by proxy) receive adequate notice and information about nominated directors, so that they can make informed voting decisions. It also ensures orderly and efficient shareholder meetings by providing a structured and transparent framework for nominating directors.
The Advance Notice By-Law requires voting shareholders to give the Company advance notice of any director they propose to nominate. Director nominees are not eligible to become elected directors of the Company unless they are nominated in accordance with the Advance Notice By-Law.
The advance notice must be in written form and shall include (among other things) certain prescribed information about the proposed director. This information is similar to the information the Company is required to disclose about directors in the management proxy circular, including, information about their relevant education and experience, and whether or not they are independent of the Company. For annual shareholder meetings, the Company must receive notice of proposed director nominees at least 30 days before the date of the meeting; provided that if the meeting is to be held less than 50 days after the initial public announcement of the meeting date, the advance notice must be received on or before the 10th day following the initial public announcement. For special shareholder meetings (unless the special meeting is also an annual meeting), the Company must receive notice not later than 15 days after it files its
Proxy Circular Shaw Communications Inc. | 7 |
Business of the Meeting
notice of meeting and record date on SEDAR. The Board plans to review the Advance Notice By-Law from time to time and update it when needed to reflect changes in regulatory or stock exchange requirements or to meet industry standards. The Board has the power to waive any requirement of the Advance Notice By-Law at any time, in its sole discretion.
For purposes of the Advance Notice By-Law, public announcement shall mean disclosure in a news release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its issuer profile on SEDAR at www.sedar.com.
Peter J. Bissonnette | ||||||||||||||
Calgary, AB, Canada Age: 72 Director Since: 2009 Independent(17) |
Peter Bissonnette is a member of the Companys Human Resources and Compensation Committee. Peter has over 50 years of experience in the communications sector. He joined the Company in 1989 as Vice President, Operations for the B.C. Lower Mainland and Vancouver Island and held a succession of senior positions during his 25 years with the Company, culminating with his role as President of the Company. Peter retired as President of the Company on August 31, 2015. Peter served as a director of Corus Entertainment Inc. from April 2016 until January 2019. Peter has previously served as a director of Cable Television Laboratories, Inc. (CableLabs), a not-for-profit research development consortium dedicated to pursuing new cable telecommunications technologies. Peter is a graduate in Business Administration from Vancouver Community College, holds an Executive Management Certificate from the University of British Columbia, and is a graduate of the Executive Management Program at Queens University. In 2013, Peter was appointed Honorary Captain of the Royal Canadian Navy. | |||||||||||||
2019 AGM Vote results votes for votes withheld |
19,913,899 4,067 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors |
9 of 9 (100%) | |||||||||||||
Human Resources & Compensation Committee | 3 of 3 (100%) | |||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Operations Experience in Internet, Video and/or Phone
· Human Resources and Executive Compensation
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
40,000 | 374,909 | Nil | Nil | 8,692 |
$11,558,163 | ||||||||
2018 |
40,000 | 374,909 | Nil | Nil | Nil | |||||||||
Adrian I. Burns, LLD | ||||||||||||||
Ottawa, ON, Canada Age: 73 Director Since: 2001 Independent |
Adrian Burns is a member of the Companys Human Resources and Compensation Committee and its Executive Committee. She served as a commissioner of the Canadian Radio-television and Telecommunications Commission (CRTC) from 1988 to 1995. Following her time at the CRTC, Adrian was a member of the Copyright Board of Canada and also held many positions with CFCN-TV in Calgary, including as business editor, anchor, writer and producer. Adrian is currently President and Chief Executive Officer of Western Limited, a private Saskatchewan real estate company, Chair of the Board of Trustees of the National Arts Centre and a board member of several business and community organizations, including the Carthy Foundation. Adrian holds a degree in Art History from the University of British Columbia. Adrian was granted an honorary doctorate from Carleton University in 2016 and the University of Regina in 2012. She serves as an Honorary Captain of the Royal Canadian Navy. | |||||||||||||
2019 AGM Vote Results votes for votes withheld |
19,913,899 4,067 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Human Resources & Compensation Committee |
9 of 9 (100%)
5 of 5 (100%) | |||||||||||||
Skills: · Strategic Planning Leadership
· Corporate Governance
· Human Resources and Executive Compensation
· Government and Regulatory
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
2,600 | 6,000 | Nil | Nil | 68,366 |
$2,098,795 | ||||||||
2018 |
2,600 | 6,000 | Nil | Nil | 65,359 |
8 | Shaw Communications Inc. Proxy Circular |
Business of the Meeting
Hon. Christina J. Clark | ||||||||||||||
Vancouver, BC, Canada Age: 54 Director Since: 2018 Independent |
The Honourable Christy Clark was appointed as a director of the Company on June 28, 2018 and is a member of the Corporate Governance and Nominating Committee. Christy is the former Premier of British Columbia from 2011-2017 and the longest serving female premier in Canadian history. Before becoming Premier, Christy served as an MLA for nine years, and held Cabinet positions for four of those years. In 2005, Christy worked as a columnist and commentator, and hosted the Christy Clark Show on CKNW. Christy is currently a Senior Advisor for Bennett Jones LLP as part of the firms governmental affairs and public policy team. Christy attended Simon Fraser University, the Sorbonne in France and the University of Edinburgh in Scotland. Christy has received several awards, including the YWCA Woman of Distinction Award and the 2009 Woman of the Year in British Columbia by the Consumer Choice Awards. | |||||||||||||
2019 AGM Vote Results votes for votes withheld |
19,917,866 100 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Corporate Governance & Nominating Committee |
8 of 9 (89%)
3 of 3 (100%) | |||||||||||||
Skills: · Strategic Planning Leadership
· Corporate Governance
· Risk Evaluation and Management
· Government and Regulatory
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
Nil | Nil | 70,000 | Nil | 6,743 |
$183,814 | ||||||||
2018 |
Nil | Nil | 70,000 | Nil | 628 | |||||||||
Dr. Richard R. Green(14)(15) | ||||||||||||||
Boulder, CO, USA Age: 82 Director Since: 2010 Independent |
Dr. Richard Green is a member of the Companys Audit Committee. From 1988 to 2008 he was President and CEO of Cablelabs where he oversaw the development of DOCSIS technology, the establishment of common specifications for digital voice and the deployment of interactive television, among other technologies for the cable industry. He was also Senior Vice President at PBS and director of CBSs Advanced Television Technology Laboratory. Dick is a director and member of the nominating and corporate governance committee of Liberty Global, Inc. (NASDAQ), the largest international cable company with operations in 14 countries, a director and member of the audit, compensation and nominating and governance committees of Liberty Broadband Corporation (NASDAQ), and a director of Jones/NCTI, a workforce performance solutions company for individuals and broadband companies. He is a member of the Federal Communications Commissions Technical Advisory Council, a fellow of the Society of Motion Picture and Television Engineers and a professor of Engineering at the University of Denver. Dick holds a Bachelor of Science from the Colorado College, a Master of Physics from the State University of New York in Albany and a doctorate from the University of Washington. Dicks honours include receiving the Charles F. Jenkins Lifetime Achievement Emmy Award in 2012 and being inducted into the Cable Hall of Fame in 2008. | |||||||||||||
2019 AGM Vote results votes for votes withheld |
19,913,927 4,039 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Audit Committee |
9 of 9 (100%) 7 of 7 (100%) | |||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Corporate Governance
· Technology
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
Nil | Nil | 30,000 | 2,560 |
72,139 |
$2,036,295 | ||||||||
2018 |
Nil | Nil | 30,000 | Nil | 68,966 |
Proxy Circular Shaw Communications Inc. | 9 |
Business of the Meeting
Gregg Keating | ||||||||||||||
Porters Lake, N.S., Canada Age: 56 Director Since: 2007 Independent |
Gregg Keating is a member of the Companys Corporate Governance and Nominating Committee. Gregg is the Chairman and Chief Executive Officer of Altimax Venture Capital, the privately-held parent company of the Keating Group. Headquartered in Nova Scotia, the Keating Group comprises a diverse portfolio of business interests, including Altimax Network Service Ltd., a satellite direct sales, installation and service business; Altimax Courier, a national transportation courier service; and Landmark Developments, a diverse real estate company. Gregg has over 30 years of experience in the cable and satellite sectors, including as Vice President, Operations and later President and Chief Executive Officer of Access Communications, a privately held family business having approximately 85,000 subscribers at the time of its sale to the Company in 1999, and as former director of cable and communications industry associations, including the Canadian Cable Television Association, the Canadian Cable Small Systems Alliance and the Cable Public Affairs Channel (CPAC). Gregg has also been active in numerous not-for-profit organizations and community fund-raising efforts. Gregg holds a Bachelor of Arts (honours) from Saint Francis Xavier University. | |||||||||||||
2019 AGM Vote results votes for votes withheld |
19,917,938 28 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Human Resources & Compensation Committee Corporate Governance & Nominating Committee |
9 of 9 (100%) 7 of 7 (100%)
3 of 3 (100%) | |||||||||||||
Skills: · Strategic Planning Leadership
· Finance and Accounting
· Operations Experience in Internet, Video and/or Phone
· Technology
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
2,500 | 70,182 | Nil | Nil | 73,062 |
$3,973,656 | ||||||||
2018 |
2,500 | 70,182 | Nil | Nil | 69,849 | |||||||||
Michael W. OBrien(15) | ||||||||||||||
Toronto, ON, Canada Age: 74 Director Since: 2003 Independent |
Michael OBrien is the Chair of the Companys Audit Committee and a member of the Executive Committee. He served as the Companys Lead Director from 2009 to January 2015. Mike held a number of senior executive management positions during his 27 year tenure with integrated energy company, Suncor Energy Inc. (TSX, NYSE), including various positions with responsibility for planning, business development, refining and marketing, finance, and mining and extraction, retiring as Executive Vice President, Corporate Development and Chief Financial Officer in 2002. Mike also served on the Board of Directors of Suncor from 2002 until 2018. Until his retirement, Mike was a member of both the Suncor audit and governance committees. Mike holds a Bachelor of Arts from the University of Toronto and an MBA from York University. | |||||||||||||
2019 AGM Vote results votes for votes withheld |
19,913,899 4,067 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Audit Committee Chair |
9 of 9 (100%) 7 of 7 (100%) | |||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Finance and Accounting
· Corporate Governance
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
10,000 | 24,250 | Nil | 2,338 |
73,526 |
$3,004,408 | ||||||||
2018 |
10,000 | 24,250 | Nil | Nil | 70,293 |
10 | Shaw Communications Inc. Proxy Circular |
Business of the Meeting
Paul K. Pew | ||||||||||||||
Toronto, ON, Canada Age: 55 Director Since: 2008 Lead Director Since 2015 Independent |
Paul Pew is the Chair of the Companys Corporate Governance and Nominating Committee and a member of the Executive Committee. He was appointed as the Companys Lead Director on January 14, 2015. Paul is the Co-Founder and Co-Chief Executive Officer of G3 Capital Corp., a Toronto based alternative asset manager that focuses on public capital markets and, to a lesser extent, private investment opportunities. Paul was with GMP Securities Ltd., a leading Canadian independent investment dealer, from 1997 to 2007. He joined GMP as Partner and Senior Financial Analyst to establish GMPs presence in the telecom, cable and media sectors. Throughout Pauls years in GMPs research department he was a top-rated analyst for the sectors he covered. In 2001, Paul became Head of Research while maintaining his sector coverage responsibilities. At that time, he also joined the firms Executive Committee and Compensation Committee. In 2004, Paul became GMPs Head of Investment Banking for the telecom, cable and media sectors. From 1993 to 1997, Paul was a Partner and Senior Financial Analyst with DFI Securities which was acquired by Deutsche Morgan Grenfell in 1995. Paul is a Chartered Accountant and a Chartered Financial Analyst. He received a Bachelor of Arts, majoring in Business Administration, from The University of Western Ontario. | |||||||||||||
2019 AGM Vote results votes for votes withheld |
19,917,938 28 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Corporate Governance & Nominating Committee Chair |
9 of 9 (100%) 5 of 5 (100%) | |||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Finance and Accounting
· Risk Evaluation and Management
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
300 | 125,557 | Nil | 8,475 |
113,036 |
$6,743,333 | ||||||||
2018 |
300 | 124,941 | Nil | Nil | 107,768 | |||||||||
Jeffrey C. Royer (15) | ||||||||||||||
Toronto, ON, Canada Age: 64 Director Since: 1995 Independent |
Jeffrey Royer is a member of the Companys Audit Committee. Jeff is a private investor with interests in telecommunications, broadcasting, medical device manufacturing, hospitality, professional sports, banking and real estate. Jeff serves as Chairman of Baylin Technologies Inc. (TSX), a provider of antenna and related systems for the mobile, broadband and wireless infrastructure markets, and (BY) Medimor Ltd., Tiberias, Israel, and is a director of RFA Capital Holdings, Inc. in Toronto, Ontario and Massuah Hotels in Jerusalem, Israel. Jeff serves currently on other corporate and non-profit boards, and has served as director of more than thirty private companies and not-for-profit organizations during his career. Jeff is a General Partner of the Arizona Diamondbacks Baseball Club. Jeff holds a Bachelor of Arts in Economics from Lawrence University in Wisconsin. | |||||||||||||
2019 AGM Vote results votes for votes withheld |
19,917,938 28 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Audit Committee |
9 of 9 (100%) 7 of 7 (100%) | |||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Finance and Accounting
· Risk Evaluation and Management
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
100,000(5) | 15,549,470(5) |
Nil | Nil |
103,496 |
$3,727,287 | ||||||||
2018 |
100,000 | 15,444,669 |
Nil | Nil | 98,944 |
Proxy Circular Shaw Communications Inc. | 11 |
Business of the Meeting
Bradley S. Shaw(8)(9) | ||||||||||||||||
Calgary, AB, Canada Age: 55 Director Since: 1999 Non-Independent |
Bradley S. Shaw has been Chief Executive Officer of the Company since November 2010 and is a member of the Companys Executive Committee. Since 2010, Brad has led the transformation of the Company from a Western-based cable company to a leading Canadian connectivity company. Brad joined the Company in 1987 as a customer service representative in the call centre where he learned the importance of listening to customers, responding to their needs and delivering an exceptional customer experience. This philosophy of customer service has guided him throughout his career as he assumed senior management and executive responsibilities. Brad was instrumental in building Shaw Direct into one of North Americas leading direct-to-home satellite television providers and he played a key role in the launch of the Companys digital home phone service in 2005. In 2016, Brad spearheaded the following two transformational transactions: the acquisition of Freedom Mobile and divestiture of Shaw Media to reposition Shaw as a leading Canadian connectivity company. Brad is a director and a member of the executive committee of Cablelabs. Brad is also a director for several private companies. Brad is a director of Shaw Family Foundation and managing director of The HOP Foundation, both non-profit organizations. Active in his community, Brad sits on the Patrons Council of the Alberta Childrens Hospital Foundation and was instrumental in the success of Calgarys Shaw Charity Classic, a pre-eminent stop on the PGA Champions Tour. Brad is not considered to be an independent director because he is a senior officer of the Company and is deemed to be related to its controlling shareholder (as described under the heading Voting Procedures Voting Shares and Principal Holders Thereof).
| |||||||||||||||
2019 AGM Vote results votes for votes withheld |
19,917,937 29 | |||||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors |
9 of 9 (100%) | |||||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Operations Experience in Internet,
· Technology | ||||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | PSUs(3) | DSUs(4) | Equity Value(12)(13)(16) | |||||||||
2019 |
46,400 | 9,194,956 | 240,000 | 105,279 |
15,178 | 7,915 |
$255,431,313 | |||||||||
2018 |
46,400 | 9,186,090 | 540,000 | 91,558 | 7,567 |
JR Shaw, O.C., A.O.E.(8)(9)(10) | ||||||||||||||
Calgary, AB, Canada Age: 85 Director Since: 1966 Non-Independent |
JR Shaw is Executive Chair of the Board of Directors and Chair of the Executive Committee. JR founded the Company in 1966 and has overseen its growth from the first cable customer in 1971 to its approximate $13 billion market capitalization and status as one of Canadas most successful companies with Internet, digital phone, video and satellite lines of business. As a respected leader and innovator, JR has also played a major role in the shaping of the Canadian broadcast industry. JR is a director of several private companies. JR is a director and the President of Shaw Family Foundation, a non-profit organization, also sitting on its Investment Committee. JR holds a Bachelor of Arts in Business Administration from Michigan State University. He has received several honorary degrees, including from the University of Alberta, University of Calgary and Graceland University in Lamoni, Iowa. JR was appointed an Officer of the Order of Canada in 2002 and a member of the Alberta Order of Excellence in 2008. JR was inducted into the Canadian Business Hall of Fame in 1998 and the Cable Hall of Fame in 2010. JR is not considered to be an independent director because he is a senior officer of the Company and its controlling shareholder (as described under the heading Voting Procedures Voting Shares and Principal Holders Thereof).
| |||||||||||||
2019 AGM Vote results votes for votes withheld |
19,913,898 4,068 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Executive Chair |
9 of 9 (100%) | |||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Corporate Governance
· Operations Experience in
Internet, Video
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
17,639,400 | 4,077,032(7) |
Nil | Nil | Nil | $517,390,918 | ||||||||
2018 |
17,639,400 | 3,919,722 | 150,000 | Nil | Nil |
12 | Shaw Communications Inc. Proxy Circular |
Business of the Meeting
Mike Sievert | ||||||||||||||
Kirkland, WA, USA Age: 50 Director Since: 2018 Independent |
Mike Sievert is the President and Chief Operating Officer, and serves as a director, of T-Mobile, the fastest growing wireless company in the U.S. Mike is responsible for creating T-Mobiles market strategies and offers while taking care of 80+ million customers across all of T-Mobiles business units and brands, in more than 15,000 retail outlets, and in every major market in the U.S. Mike leads a customer experience-obsessed team of 100k+ who are always thinking up new ways for T-Mobile to challenge conventions while impressing customers with the next innovation. Prior to joining T-Mobile, Mike had a nearly 25-year career in marketing, technology and entrepreneurship, and has held leading executive positions in companies including service as Chief Commercial Officer at Clearwire Corporation, a broadband and communications provider, as co-founder and Chief Executive Officer of Switchbox Labs, Inc., a consumer technologies developer, Corporate Vice President of the worldwide Windows group at Microsoft Corporation and Executive Vice President and Chief Marketing Officer at AT&T Wireless. Mike holds a Bachelors degree in Economics from the Wharton School at the University of Pennsylvania.
| |||||||||||||
2019 AGM Vote results votes for votes withheld |
19,917,938 28 | |||||||||||||
Fiscal 2019 Meeting Attendance(11) Board of Directors |
8 of 9 (89%) | |||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Wireless Operations Experience
· Technology
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
Nil | Nil | 70,000 | Nil | 11,228 |
$306,075 | ||||||||
2018 |
Nil | Nil | 70,000 | Nil | 5,611 | |||||||||
JC Sparkman(14) | ||||||||||||||
Lakewood, CO, USA Age: 87 Director Since: 1994 Independent |
JC Sparkman is a member of the Companys Human Resources and Compensation Committee and Executive Committee. JC is a director of Liberty Global, Inc. (NASDAQ) and serves as chair of its compensation committee and is a member of its nominating and corporate governance and succession planning committees. JC is a director of Universal Electronics Inc. (NASDAQ) and serves as chair of its compensation committee and as a member of its corporate governance and nominating committee. JC has over thirty years of experience in the cable television industry. He was Executive Vice President and Chief Operating Officer of Telecommunications Inc. (also known as TCI) for eight years until his retirement in 1995. During his over twenty-six years with TCI, he held various management positions overseeing TCIs cable operations as that company grew into the largest multiple cable system operator in the U.S. at the time of his retirement. In September 1999, he co-founded Broadband Services, Inc., a provider of asset management, logistics, installation and repair services for telecommunications service providers and equipment manufacturers domestically and internationally and he served as chair of its board and co-chief executive officer until December 2003. In 2015, JC was inducted into the Cable Hall of Fame. | |||||||||||||
2019 AGM Vote Results votes for votes withheld |
19,913,927 4,039 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Human Resource & Compensation Committee |
8 of 9 (89%)
4 of 5 (80%) | |||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Operations Experience in Internet, Video and/or Voice
· Human Resources and Executive Compensation
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
10,000 | 56,400 | Nil | Nil | 64,002 |
$3,557,459 | ||||||||
2018 |
10,000 | 56,400 | Nil | Nil | 61,188 |
Proxy Circular Shaw Communications Inc. | 13 |
Business of the Meeting
Carl E. Vogel(14)(15) | ||||||||||||||
Cherry Hills Village, CO, USA Age: 62 Director Since: 2006 Independent |
Carl Vogel is a member of the Audit Committee. He is a private investor and an industry advisor focused on media and communications for Kohlberg Kravis Roberts & Co. L.P., an alternative asset management firm. He is also a senior advisor of DISH Network Corporation. From February 2008 until March 2009 Carl served as Vice Chairman of DISH Network Corporation (formerly Echostar Communications Corporation, a satellite delivered digital television services provider) and Echostar Corp. (a developer of set-top boxes and other electronic technology). Carl was the President of EchoStar Communications Corporation from September 2006 and Vice Chairman from June 2005 until February 2008. Prior to that, Carl was President, Chief Executive Officer and a director of Charter Communications, a broadband service provider in the U.S. He is a director of AMC Networks Inc. (audit committee chair), DISH Network Corporation, Sirius/XM Corporation (compensation committee chair) and Universal Electronics Inc. (audit committee member) (each NASDAQ listed). Carl is also a director of several private companies. Carl holds a Bachelor of Science Degree in Finance and Accounting from St. Norbert College in Wisconsin and was formerly an active Certified Public Accountant. | |||||||||||||
2019 AGM Vote Results votes for votes withheld |
19,917,938 28 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Audit Committee Corporate Governance & Nominating Committee |
9 of 9 (100%) 2 of 2 (100%)
5 of 5 (80%) | |||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Finance and Accounting
· Operations Experience in Internet, Video and/or Phone
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
Nil | 35,000(6) | Nil | Nil | 42,628 |
$1,162,039 | ||||||||
2018 |
Nil | 50,000 | Nil | Nil | 40,355 | |||||||||
Sheila C. Weatherill, C.M. | ||||||||||||||
Edmonton, AB, Canada Age: 74 Director Since: 2009 Independent |
Sheila Weatherill is a member of the Corporate Governance and Nominating Committee. Sheila is the former President and Chief Executive Officer of the Capital Health Authority, the Edmonton region health administrative authority. Sheila is also a former director of Epcor Utilities Inc. where she served as Vice Chair and Chair of the Corporate Governance and Nominating Committee until May 2019. She was also a director of Canada Health Infoway, Inc. until July 2017. Sheila holds a nursing degree from the University of Alberta. Sheilas honours include receiving an honorary doctorate from the University of Lethbridge, an honorary Bachelor of Arts from MacEwan University, the Alberta Centennial Medal and was appointed a Member of the Order of Canada. Sheila is also a Distinguished Executive in Residence in the School of Business, University of Alberta and is a member of several philanthropic and community organizations. Sheila was formerly a member of the Prime Ministers Advisory Committee on the Public Service and was the Independent Investigator of the 2008 Listeriosis Outbreak. | |||||||||||||
2019 AGM Vote Results votes for votes withheld |
19,913,927 4,039 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Corporate Governance & Nominating Committee |
9 of 9 (100%)
5 of 5 (100%) | |||||||||||||
Skills: · Senior Executive Leadership
· Strategic Planning Leadership
· Human Resources and Executive Compensation
· Government and Regulatory
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
Nil | Nil | Nil | Nil | 75,220 |
$2,050,497 | ||||||||
2018 |
Nil | Nil | 70,000 | Nil | 64,056 |
14 | Shaw Communications Inc. Proxy Circular |
Business of the Meeting
Willard H. Yuill | ||||||||||||||
Medicine Hat, AB, Canada Age: 81 Director Since: 1999 Independent |
Willard Yuill is the Chair of the Human Resource and Compensation Committee. He has been the Chair and Chief Executive Officer of The Monarch Corporation, a private equity company since 1972 and CSH International, Inc., a United States private equity company. Prior to its sale in 2000, Monarch Broadcasting Ltd. owned and operated 15 radio licenses and six television licences for regions in Alberta and British Columbia. In 2004, the Company completed the acquisition from Monarch Cablesystems of certain cable systems comprising 35,000 cable television and internet customers in Alberta and British Columbia. Bill is currently a director of the Western Investment Company of Canada Limited, a public company on the TSXV. He is a Trustee of St. Andrews College Foundation and a Governor of the Western Hockey League. He is a former director of Western Financial Group, the Alberta Economic Development Authority and the Medicine Hat Exhibition and Stampede Ltd. and he is past Chair of the Alberta chapter of the World Presidents Organization. In 2006, Bill received an honorary doctorate from the University of Lethbridge. In 2016, Bill was awarded the Alberta Order of Excellence. In 2017, Bill received an honorary Applied Degree from Medicine Hat College and was inducted into the Calgary Business Hall of Fame. | |||||||||||||
2019 AGM Vote Results votes for votes withheld |
19,913,927 4,039 | |||||||||||||
Fiscal 2019 Meeting Attendance Board of Directors Human Resources & Compensation Committee Chair |
9 of 9 (100%)
5 of 5 (100%) | |||||||||||||
Skills: · Operations Experience in Internet, Video and/or Phone
· Human Resources and Executive Compensation
· Risk Evaluation and Management
· Government and Regulatory
| ||||||||||||||
Securities Owned / Controlled(1) | ||||||||||||||
Year | Class A Shares | Class B Non-Voting Shares | Options(2) | RSUs(3) | DSUs(4) | Equity Value(12)(13) | ||||||||
2019 |
10,800 | 3,611,722 | Nil | Nil | 41,011 |
$99,870,826 | ||||||||
2018 |
10,800 | 3,986,722 | Nil | Nil | 39,207 |
Notes:
(1) | The information as to the securities beneficially owned, or over which control or direction is exercised, or as noted in Notes 5, 6, 7, 8 and 16 was furnished by the nominees as of November 27, 2018 and November 26, 2019, respectively. |
(2) | Prior to 2019, the Company awarded stock options to new directors upon their election or appointment to the Board. For further details, please see the information under the heading Statement of Compensation Compensation of Directors. |
(3) | RSUs means restricted share units, which were granted under both the Plan for Restricted Share Units & Performance Share Units adopted effective June 28, 2016 (the Original RSU/PSU Plan) and the amended and restated Plan for Restricted Share Units & Performance Share Units approved on October 25, 2018 (the RSU/PSU Plan). PSUs means performance share units which are granted under the RSU/PSU Plan. For further details, please see the information under the heading Statement of Compensation Medium Term Incentives RSU/PSU Plan. |
(4) | DSUs means deferred share units, which are granted pursuant to the Directors Deferred Share Unit Plan (the DDSU Plan), adopted effective January 1, 2004 and amended and restated as of November 27, 2018. For further details, please see the information under the heading Statement of Compensation Compensation of Directors DDSU Plan. |
(5) | Jeffrey C. Royer beneficially owns 33,235 Class B Non-Voting Shares. Associates of Mr. Royer own 100,000 Class A Shares and 15,516,235 Class B Non-Voting Shares. Mr. Royer does not beneficially own, directly or indirectly, or exercise control or direction over, such shares. This information is included solely to provide additional disclosure to shareholders. The equity value of Mr. Royers holdings excludes the 100,000 Class A Shares and 15,516,235 Class B Non-Voting Shares owned by his associates. |
(6) | The Vogel Family 2012 Irrevocable Family Trust, an associate of Mr. Vogel, holds the indicated 35,000 Class B Non-Voting Shares. Mr. Vogel does not beneficially own, directly or indirectly, or exercise control or direction over, such shares. This information is included solely to provide additional disclosure to shareholders. The equity value of Mr. Vogels holdings excludes the 35,000 Class B Non-Voting Shares held by The Vogel Family 2012 Irrevocable Family Trust. |
(7) | JR Shaw beneficially owns 1,165,746 Class B Non-Voting Shares. Shaw Family Foundation beneficially owns 2,911,286 Class B Non-Voting Shares. Although JR Shaw does not beneficially own the 2,911,286 Class B Non-Voting Shares held by Shaw Family Foundation, he exercises control or direction over them by serving on the Investment Committee. This information is included solely to provide additional disclosure to shareholders. The equity value of JR Shaws holdings excludes the 2,911,286 Class B Non-Voting Shares owned by Shaw Family Foundation. |
(8) | JR Shaw is the father of Bradley S. Shaw. Shaw Family Living Trust (SFLT) and its subsidiaries hold 17,562,400 Class A Shares (representing approximately 79% of the outstanding Class A Shares). The sole trustee of SFLT is a private company owned by JR Shaw and having a board comprised of seven directors, including as at November 26, 2019, JR Shaw as Chair, Bradley S. Shaw, four other members of JR Shaws family, and one independent director. SFLT and its subsidiaries hold these shares for the benefit of descendants of JR and Carol Shaw. JR Shaw controls these shares and 77,000 additional Class A Shares. See Voting Procedures Voting Shares and Principal Holders Thereof. |
(9) | In fiscal 2019, JR Shaw and Bradley S. Shaw elected not to receive director fees. |
Proxy Circular Shaw Communications Inc. | 15 |
Business of the Meeting
(10) | JR Shaw was a director of Darian Resources Ltd. (Darian) prior to its filing for creditor protection under the Companies Creditors Arrangement Act (the CCAA) on February 12, 2010. Darian successfully completed its restructuring proceedings under the CCAA on July 2, 2010. |
(11) | Mike Sievert did not serve on a Committee of the Board during fiscal 2019. |
(12) | Equity value is calculated using $27.53 per Class A Share and $27.26 per Class B Non-Voting Share, being the closing prices on the TSX on November 26, 2019. Equity value includes Class A Shares, Class B Non-Voting Shares, RSUs and DSUs (but excludes Options). The equity value for each of JR Shaw, Jeffrey C. Royer and Carl E. Vogel is calculated based on the shares beneficially owned by him (see, respectively, notes 5, 6 and 7). |
(13) | Each of the nominee directors meet the share ownership guidelines (see Compensation of Directors Share Ownership Guidelines), except Mike Sievert and Christy Clark, both of whom became directors in fiscal 2018. As of November 26, 2019, Mr. Sievert and Ms. Clark require an additional $193,925 and $316,186, respectively in Class A Shares, Class B Non-Voting Shares, DSUs, and RSUs to meet the share ownership guidelines. |
(14) | Each of Richard R. Green and JC Sparkman is a member of the board of directors of Liberty Global, Inc. Each of JC Sparkman and Carl E. Vogel is a member of the board of directors of Universal Electronics Inc. |
(15) | Each member of the Audit Committee is independent and financially literate as defined in National Instrument 52-110 Audit Committees and each of Michael W. OBrien, Jeffrey C. Royer and Carl Vogel qualifies as a financial expert under the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act) and other applicable regulatory requirements. |
(16) | The equity value of Bradley S. Shaws holdings is comprised of $1,277,392 for Class A Shares, $250,654,500 for Class B Non-Voting Shares, $2,869,906 for RSUs, $413,752 for PSUs (assuming 100% payout), and $215,763 for DSUs. Equity value is calculated using $27.53 per Class A Share and $27.26 per Class B Non-Voting Share, being the closing prices on the TSX on November 26, 2019. |
(17) | Peter Bissonnette became an independent director as of September 1, 2018. |
3. | Appointment of Auditors |
Ernst & Young LLP, Chartered Accountants has been nominated to serve as auditors of the Company to hold office until the next annual general meeting of shareholders of the Company. Upon recommendation of the Audit Committee, the Board and management recommend to shareholders the re-appointment of Ernst & Young LLP as the Companys auditors.
Audit Fees
The aggregate amounts paid or accrued by the Company with respect to fees payable to Ernst & Young LLP, the auditors of the Company, for audit (including separate audits of wholly-owned and non-wholly owned entities, and Sarbanes-Oxley Act-related services), audit-related (including financings and regulatory reporting requirements), tax and other services in the fiscal years ended August 31, 2019 and 2018 were as follows:
Type of Service |
Fiscal 2019 $ |
Fiscal 2018 $ |
||||||
Audit Fees |
3,356,175 | 3,374,000 | ||||||
Audit-related Fees |
127,020 | 94,000 | ||||||
Tax Fees |
145,554 | 72,000 | ||||||
Total |
3,628,749 | 3,540,000 |
Audit-related fees for fiscal 2019 and 2018 relate to assurance services in respect of an environmental and regulatory report, and services performed in conjunction with senior note and securities offerings. The tax fees for fiscal 2019 and 2018 relate to general tax advisory services.
The Audit Committee considered and agreed that the above fees are compatible with maintaining the independence of the Companys auditors. Further, the Audit Committee determined that, in order to ensure the continued independence of the auditors, only limited non-audit services will be provided to the Company by Ernst & Young LLP and in such case, only with the prior approval of the Audit Committee. The Chair of the Audit Committee has been delegated authority to approve the retainer of Ernst & Young LLP to provide non-audit services in extraordinary circumstances where it is not feasible or practical to convene a meeting of the Audit Committee, subject to an aggregate limit of $150,000 in fees payable to Ernst & Young LLP for such services at any time until ratified by the Audit Committee. The Chair of the Audit Committee is required to report any such services approved by him to the Audit Committee.
16 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
Biographical information for Jay Mehr, Trevor English, and Paul McAleese is set out below. Biographical information for JR Shaw and Bradley S. Shaw is included under the heading Business of the Meeting Election of Directors.
Jay Mehr | ||
Jay Mehr serves as President, a position he has held since March 2016. Jay is responsible for overseeing all operational and customer-facing areas of the business, including both the Wireless and Wireline divisions. Jay has also held a number of operational leadership roles over his 20 year career with the Company, including Executive Vice President & Chief Operating Officer; Senior Vice President, Operations; Group Vice President, Operations, Shaw Cable; Vice President, Operations; and regional manager roles in British Columbia and Ontario. Jay holds a Bachelor of Commerce degree from the University of Alberta.
|
Trevor English | ||
Trevor English serves as Executive Vice President, Chief Financial & Corporate Development Officer, a position he has held since May 4, 2018. In addition to his financial accountabilities, Trevor is responsible for strategic planning, business development, investor relations and investment initiatives. Trevor has been with the Company since 2004 and prior to joining Shaw he worked for CIBC World Markets Inc. in Canada and the United Kingdom. Trevor has over 20 years of experience in corporate finance, mergers & acquisitions, investor relations, business development and financial analysis. Trevor holds a Bachelor of Commerce degree from the University of Calgary and a Chartered Financial Analyst designation.
|
Paul McAleese | ||
Paul McAleese serves as President, Wireless, a position he has held since April 14, 2018. Paul leads the Wireless division including the development and execution of the annual operating plan. Paul has been with the Company since February 3, 2017 and previously held the position of Chief Operating Officer, Freedom Mobile. Prior to joining the Company, Paul held executive-level positions with leading wireless operators in the United States, Europe, and Canada.
|
EXECUTIVE SUMMARY
1. | Compensation Discussion and Analysis |
18 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
Proxy Circular Shaw Communications Inc. | 19 |
Statement of Compensation
20 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
Executive Compensation Guiding Principles & Philosophy
The Company takes a comprehensive and strategic approach to executive compensation. The Companys compensation program is designed to attract, retain, motivate, and reward the executive team by aligning managements interest with the Companys objectives and performance.
The Companys executive compensation philosophy is grounded on three guiding principles outlined below.
1. |
Align executive compensation with the execution of the Companys business strategies and overall business performance.
| |
This principle is achieved by:
· encouraging executives to build value for shareholders, customers, employees and community stakeholders over the short, medium and long-term;
· considering both quantitative and qualitative performance factors to maintain a balanced approach to assessing individual and team performance; and,
· rewarding performance to ensure that all employees are focused on accelerating performance and results that contribute to Shaws overall success.
Success requires that Shaw maintain a balance between the competing challenges of growth, investments in its network and other technology developments, regulatory compliance, competition, management of talent and leadership, and the general economic environment. This requires:
· annually reviewing and assessing compensation practices to ensure that they align with the business strategy and performance;
· assuring management maintains its focus, knowledge, stability and experience in order to execute business strategies in an intensely competitive environment with rapidly evolving technologies; and,
· making capital allocation decisions involving major long-term capital investments which shape and determine future growth and profitability.
| ||
2. |
Provide a combination of compensation elements, including fixed elements that provide security and enable the Company to attract and retain key employees including senior leaders and at risk elements that reflect their ability to influence business outcomes and performance. | |
These elements include:
· base salaries, which provide a fixed level of compensation to attract, retain and motivate top executives;
· incentive programs that reflect corporate, divisional and individual performance to motivate Shaws leaders to deliver results based on corporate strategies and sustain long-term success;
· a perquisite package, which includes annual executive medical exams; and,
· retirement plans that help attract and retain Shaws senior leaders.
| ||
3.
|
Ensure that Shaws executive compensation practices are market competitive and designed to attract, retain and motivate high calibre leaders. | |
· Shaw measures total compensation (including at risk performance pay) relative to a group of comparators (See discussion of peer group under the heading Benchmarking Compensation).
|
Proxy Circular Shaw Communications Inc. | 21 |
Statement of Compensation
A. North American |
A view of pay in similarly-sized North American organizations in similar industries (e.g., cable & satellite, integrated and wireless telecommunications services and broadcast) | |
B. Large Canadian Telecommunications |
A very focused reference of pay of comparable industry peers within Canada with directly comparable mix of product and services | |
C. Canadian General Industry |
A more general view of pay levels in similarly sized Canadian companies (irrespective of industry) |
22 | Shaw Communications Inc. Proxy Circular |
1 | Gregg Keating was a member of the Human Resources and Compensation Committee until January 11, 2019. Peter Bissonnette joined the Human Resources and Compensation Committee on January 1, 2019. |
Statement of Compensation
The North America Industry-Specific companies are listed below. The companies also included in the Large Canadian Telecommunications reference group have been identified with an asterisk.
BCE Inc.* |
DISH Network Corporation | |
Rogers Communication Inc.* |
Altice USA, Inc. | |
TELUS Corporation* |
Frontier Communications Corp. | |
Quebecor Inc. |
Sirius XM Holdings Inc. | |
Cogeco Communications Inc. |
Telephone and Data Systems, Inc. |
Aggregate fees paid to Mercer and Willis Towers Watson are listed below:
2019 | 2018 | |||||||||||||||
Advisor |
Executive $ |
All Other $ |
Executive $ |
All Other $ |
||||||||||||
Mercer |
| 532,472 | | 570,016 | ||||||||||||
Willis Towers Watson |
207,707 | | 139,947 | |
Note:
(1) | All Other Fees are related to pension administration and actuarial valuations |
Proxy Circular Shaw Communications Inc. | 23 |
Statement of Compensation
24 | Shaw Communications Inc. Proxy Circular |
2 | Operating income before restructuring costs and amortization is a non-GAAP financial measure. See definition under Key Performance Drivers for a description and reconciliation to its closest gap measure operating income from continuing operations in the Companys 2019 Annual MD&A. |
Statement of Compensation
Proxy Circular Shaw Communications Inc. | 25 |
Statement of Compensation
Summary of Termination and Change of Control Benefits
In fiscal 2019, the Company entered into new employment agreements with all NEOs (other than JR Shaw) to provide for consistent terms and conditions of employment, including termination, severance, retirement, resignation, change of control, non-compete, non-solicitation and retention payout amounts. The following table shows the potential payments to the NEOs as at August 31, 2019, as if the officers employment had been terminated with or without cause, or the officer had retired or resigned as at August 31, 2019. The table also shows the amounts payable to each such officer on a change of control of the Company. Only incremental payments, payables and benefits that are triggered by or result from the listed events and that arise from contractual obligations, agreements, plans or arrangements between the NEO and the Company are disclosed.
Severance $ |
Option-Based $ |
Share-Based $ |
Pension $ |
Total $ |
||||||||||||||||||
Bradley S. Shaw |
||||||||||||||||||||||
Termination Without Cause | 18,730,000 | (1) | | 2,632,441 | (3) | | 21,362,441 | |||||||||||||||
Retirement | | | 3,792,694 | (4) | | 3,792,694 | ||||||||||||||||
Resignation | | | | | | |||||||||||||||||
Termination With Cause | | | | | | |||||||||||||||||
Change of Control | | 80,400 | (5) | 3,792,694 | (6) | | 3,873,094 | |||||||||||||||
Jay Mehr |
||||||||||||||||||||||
Termination Without Cause | 10,877,500 | (1) | | 1,558,853 | (3) | | 12,436,353 | |||||||||||||||
Retirement | | | 2,008,093 | (4) | | 2,008,093 | ||||||||||||||||
Resignation | | | | | | |||||||||||||||||
Termination With Cause | | | | | | |||||||||||||||||
Change of Control | | 67,000 | (5) | 2,008,093 | (6) | 2,346,000 | (7) | 4,421,093 | ||||||||||||||
Trevor English |
||||||||||||||||||||||
Termination Without Cause | 5,515,000 | (1) | | 1,009,550 | (3) | | 6,524,550 | |||||||||||||||
Retirement | | | 1,300,585 | (4) | | 1,300,585 | ||||||||||||||||
Resignation | | | | | | |||||||||||||||||
Termination With Cause | | | | | | |||||||||||||||||
Change of Control | | 26,800 | (5) | 1,300,585 | (6) | 8,000,000 | (8) | 9,327,385 | ||||||||||||||
Paul McAleese |
||||||||||||||||||||||
Termination Without Cause | 2,095,000 | (2) | | 623,315 | (3) | | 2,718,315 | |||||||||||||||
Retirement | | | 2,063,198 | (4) | | 2,063,198 | ||||||||||||||||
Resignation | | | | | | |||||||||||||||||
Termination With Cause | | | | | | |||||||||||||||||
Change of Control | | | 2,063,198 | (6) | 3,400,000 | (9) | 5,463,198 |
Notes:
Termination without Cause:
(1) | Pursuant to their employment agreements, if the employment of Messrs. Shaw, Mehr or English is terminated without cause, their severance will be calculated as a lump sum payment equal to 24 months of earnings including base salary, annual short-term incentive plan target amount, annual PSU grant value as of date of the termination and a lump sum payment of $15,000 for loss of benefits. |
(2) | Pursuant to his executive employment agreement, if the employment of Mr. McAleese is terminated without cause, his severance will be calculated as a lump sum payment equal to 12 months of earnings including base salary, annual short-term incentive plan target, annual PSU grant value as of date of termination and a lump sum payment of $15,000 for loss of benefits. |
(3) | NEOs hold RSUs and PSUs (collectively, the Units) granted under both the Plan for Restricted Share Units & Performance Share Units adopted effective June 28, 2016 (the Original RSU/PSU Plan) and the amended and restated Plan for Restricted Share Units & Performance Share Units approved effective October 25, 2018 (the RSU/PSU Plan). If a Participant under either Plan (a Participant) is terminated without cause, then the Participants outstanding Units shall vest on a prorated basis based on the percentage completion of the term of the Unit. The amounts disclosed are based on the market value of $25.30, which was the closing price for the Class B Non-Voting Shares on TSX on August 31, 2019 and assumes the performance criteria for the PSUs are met at 100% of the payout amount. |
26 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
Retirement:
(4) | NEOs hold Units granted under both the Original RSU/PSU Plan and the RSU/PSU Plan. Under the Original RSU/PSU Plan, if a Participant retires, the Participants outstanding Units shall vest at a prorated amount based on the percentage completion of the original term of the Unit for which the Participant was employed by the Company. If a Participant retires under the RSU/PSU Plan, the Participants outstanding Units shall continue to vest in accordance with the terms of such Units. The amounts disclosed are based on the market value of $25.30, which was the closing price for the Class B Non-Voting Shares on TSX on August 31, 2019 and assumes the performance criteria for the PSUs are met at 100% payout amount. |
Change of Control;
(5) | Under the Stock Option Plan, on a change of control, all outstanding Options vest and may be exercised. The amount disclosed is the difference between the market value of $25.30, which is the closing price for the Class B Non-Voting Shares on TSX on August 31, 2019, and the exercise price of the unvested Options that would become exercisable on a change of control. Options that are not in the money have been excluded. |
(6) | NEOs hold Units granted under both the Original RSU/PSU Plan and the RSU/PSU Plan. Under the Original RSU/PSU Plan, Units shall vest at a prorated amount based on the percentage completion of the original term of the Unit for which the Participant was employed by the Company. Under the RSU/PSU Plan, all of the participants Units vest immediately prior to a change of control. The amounts disclosed are based on the market value of $25.30, which was the closing price for the Class B Non-Voting Shares on TSX on August 31, 2019 and assumes the performance criteria for the PSUs are met at 100% of the payout amount. |
(7) | Pursuant to the terms of the Supplemental Executive Retirement Plan (SERP), if Mr. Mehrs employment is terminated as a result of a change of control, he will become eligible to immediately commence his annual SERP pension without reduction. Given that he is otherwise unable to retire under the SERP until age 55, on change of control he would be eligible for his full unreduced annual SERP pension of $2,346,000 prior to age 55. This also results in an increase to his SERP pension of $821,000 from age 55. The approximate value of the increase to Mr. Mehrs SERP pension on a change of control is $21,187,000 based on actuarial assumptions and methods that are consistent with those used for calculating pension obligations disclosed in the Companys consolidated financial statements for the year ended August 31, 2019. |
(8) | Pursuant to his executive employment agreement, upon change of control, Mr. English will receive $8 million all through enhancements to his Executive Retirement Plan (the ERP). |
(9) | Pursuant to his executive employment agreement, upon change of control, Mr. McAleese will receive an equivalent value of $8 million through a combination of RSUs and enhancements to his ERP. For further clarity, Mr. McAleese was granted $1.5 million in RSUs on April 15, 2019 and will receive an additional $1.5 million RSU grant in April 2020. |
Proxy Circular Shaw Communications Inc. | 27 |
Statement of Compensation
The following graph compares the cumulative five-year return of the Class B Non-Voting Shares (assuming $100 is invested in Class B Non-Voting Shares and dividends are reinvested) with the S&P/TSX Composite Total Return Index for the period from August 31, 2014 to August 31, 2019. On August 31, 2019 the closing price of the Class B Non-Voting Shares on the TSX was $25.30. The Class B Non-Voting Shares are listed on the TSX under the symbol SJR.B.
Relative Total Return Performance
Shaw Communications Inc. vs. S&P/TSX Composite Total Return Index
August 31, 2014 to August 31, 2019
28 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
The Companys compensation program is comprised of the following elements.
Type of Compensation |
Form of Payment | Performance Period |
Key Features | Objectives | ||||
Base Salary (Fixed) |
Cash | 1 year | -Assessed annually, considering scope and responsibilities of the role, experience, and the competitive market
-Set in employment contracts |
-Attract, retain and motivate executives | ||||
Short-Term Incentives (Variable) |
Cash | 1 year | -Awards are based on performance against pre-determined financial, operating and individual performance targets
-Performance measures, threshold, target and maximum performance are established by the Human Resources and Compensation Committee, considering managements performance projections for the fiscal period
-Eligible NEOs receive 80% of their annual short-term incentive plan award in cash. |
-Reward for achieving annual performance objectives
-Attract, retain and motivate executives | ||||
Medium-Term Incentives (Variable) |
Restricted Share Units
Performance Share Units (PSUs) |
3 years vesting varies | -Notional units are granted based on target level of compensation and track the Class B Non-Voting Share price
-Value of dividends on Class B Non-Voting Shares are accrued over the vesting period
-RSU grants vest 33 1/3% per year starting on the first anniversary of the grant
-PSU grants vest 100% at end of 3 years and subject to performance achieved against predetermined levels
-Final payment is currently made in cash or Class B Non-Voting Shares which is determined by the Human Resources and Compensation Committee at the time of the grant
-Eligible NEOs receive 20% of their annual short-term incentive plan award in RSUs |
-Pay for sustainable mid term performance
-Align interests of executives and shareholders
-Attract, retain and motivate executives | ||||
Long-Term (Variable) |
Stock Options | 10-year term (with vesting over 5 years) | -Options are granted based on established levels
-Options vest 20% per year starting on the first anniversary of grant |
-Pay for sustainable long-term performance
-Attract, retain and motivate executives
-Align the interests of executives and shareholders | ||||
Pension(1) |
Company Defined Contribution Plan (CDCP) | On-going | -Supplemental retirement plan for select executives | -Attract and retain key executives | ||||
Executive Retirement Plan (ERP) |
On-going | -Paid in a lump sum or in equal payments over a period of time | ||||||
Supplemental Executive Retirement Plan (SERP) | Closed to new members | |||||||
Benefits |
Same as employee benefits |
On-going | -Includes health and benefits | |||||
Perquisites |
Executive health benefits | Annual | -Includes executive medical | -Attract and retain key executives |
Notes:
(1) | See discussion under Retirement Plans and Benefits. |
Proxy Circular Shaw Communications Inc. | 29 |
Statement of Compensation
The following table outlines changes to base salary earned from the previous year.
NEO |
Fiscal 2019 $ |
Fiscal 2018 $ |
||||||
JR Shaw, Executive Chair |
1,200,000 | 1,200,000 | ||||||
Bradley S. Shaw, Chief Executive Officer |
2,000,000 | 2,000,000 | ||||||
Jay Mehr, President |
1,320,000 | 1,320,000 | ||||||
Trevor English, Executive Vice President, Chief Financial & Corporate Development Officer |
1,157,954 | (2) | 964,394 | (1) | ||||
Paul McAleese, President, Wireless |
900,000 | 806,250 | (3) |
Notes:
(1) | Effective May 4, 2018, Trevor Englishs base salary was increased from $900,000 to $1,100,000 to reflect his new role as Executive Vice President, Chief Financial & Corporate Development Officer. The base salary of $964,394 reported for fiscal 2018 is a prorated amount. |
(2) | Effective April 11, 2019, Trevor Englishs base salary was increased from $1,100,000 to $1,250,000. The base salary of $1,157,954 reported for fiscal 2019 is a prorated amount. |
(3) | Effective April 12, 2018 Paul McAleeses base salary was increased from $750,000 to $900,000 to reflect his increased accountabilities in his new role as President, Wireless. The base salary of $806,250 reported for fiscal 2018 is a prorated amount. |
The Companys short-term incentive plan is intended to link short-term incentive plan payout amounts to the achievement of business objectives. For fiscal 2019, short-term incentive plan payout amounts were based on the achievement of overall Company, divisional and individual performance targets. For NEOs, the weighting between the overall Company, divisional and individual performance varied and was determined by their respective role, whether they supported a specific division or the overall Company as well as their ability to directly influence results. Individual metrics are equally weighted between the achievement of individual commitments and leadership behaviours.
Named Executive Officer |
Company | Divisional | Individual | |||
JR Shaw, Executive Chair(1) |
n/a | n/a | n/a | |||
Bradley S. Shaw, Chief Executive Officer |
90% | n/a | 10% | |||
Jay Mehr, President |
60% | 20% | 20% | |||
Trevor English, Executive Vice President, Chief Financial & Corporate Development Officer |
60% | n/a | 40% | |||
Paul McAleese, President, Wireless |
40% | 40% | 20% |
(1) | JR Shaws short-term incentive award is calculated in accordance with the Founders Agreement. (See Statement of Compensation Founders Agreement) |
30 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
The following table sets out how the Company, divisional and individual performance metrics were evaluated to determine the fiscal 2019 short-term incentive plan payments for the NEOs.
Payout Range |
Fiscal 2019 Payout |
|||||||||
Company Performance |
||||||||||
1. Operating Income before restructuring cost and amortization
|
· Maximum payment is 100% of Company performance target
· No payment if less than 50% of Company performance target is achieved
|
|
98% |
| ||||||
2. Free Cash Flow(1)
|
||||||||||
Divisional Performance |
||||||||||
1. Revenue & Broadband Disconnects |
· Maximum payment is 100% of Division performance target
· No payment if less than 50% of Division performance target is achieved |
|
99% |
| ||||||
2. Revenue & Contribution Margin(1) |
|
97% |
| |||||||
3. Operating Income before restructuring cost and amortization & Net Gain(2)
|
|
87% |
| |||||||
Individual Performance |
||||||||||
2-4 metrics as determined by direct leader & overall leadership performance
|
· Maximum payment is 120% of Individual performance target
· No payment if Individual performance targets are not achieved
|
|
100% |
|
(1) | Free Cash Flow and Contribution Margin are non-GAAP financial measures. See definition under Key Performance Drivers in the 2019 Annual MD&A for a reconciliation to its closest GAAP measure Operating Income from continuing operations. |
(2) | Net Gain means RGU net additions. See definition of RGU under Key Performance Drivers in the 2019 Annual MD&A. |
Short-term incentive cash payout amounts (or Non-Equity Annual Incentive Plan Compensation) for fiscal 2019 and fiscal 2018 are illustrated in the table below.
NEO |
Fiscal 2019 $ |
Fiscal 2018 $ |
||||||
JR Shaw, Executive Chair(1) |
6,800,000 | 7,311,150 | ||||||
Bradley S. Shaw, Chief Executive Officer |
5,465,813 | 3,896,200 | (2) | |||||
Jay Mehr, President |
3,242,954 | 2,302,300 | (2) | |||||
Trevor English, Executive Vice President, Chief Financial & Corporate Development Officer |
872,734 | 720,000 | ||||||
Paul McAleese, President, Wireless(3) |
752,000 | 773,733 |
Notes:
(1) | In fiscal 2019 and 2018, JR Shaw voluntarily reduced his annual incentive bonus to approximately 0.35% and 0.39% respectively of the Income Base (see Compensation Discussion and Analysis Founders Agreement for the definition of Income Base). |
(2) | In fiscal 2018, Bradley S. Shaw and Jay Mehr voluntarily reduced their short-term incentive plan payouts from 80% to 70% of target which facilitated the ability to differentiate short-term incentive plan payouts across the Company. |
(3) | Effective April 12, 2018 Paul McAleese was appointed President, Wireless where his annual short-term incentive award was increased from 100% of his base salary to an annual target of $1,000,000 comprised of a cash component (80%) and RSUs (20%). |
Proxy Circular Shaw Communications Inc. | 31 |
Statement of Compensation
32 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
Equity Compensation Plan Information
Plan Category |
Number of Securities Issuable on Exercise of Outstanding Options |
Weighted Average Exercise Price of Outstanding Options $ |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | ||||||||||||
Equity compensation plans approved by security holders as at August 31, 3019 |
|||||||||||||||
Options |
8,355,031 | 26.11 | 14,415,290 | ||||||||||||
RSUs and PSUs(1) |
13,271 | N/A | 4,986,729 | ||||||||||||
Equity compensation plans not approved by security holders as at August 31, 3019 |
| | |||||||||||||
Total |
8,368,302 | 19,402,019 |
Proxy Circular Shaw Communications Inc. | 33 |
Statement of Compensation
The following table discloses the annual burn rate for each of the three most recently completed fiscal years for the Stock Option Plan. The rates are calculated by dividing the options issued by the weighted average number of the aggregate Class A Shares and Class B Non-Voting Shares outstanding during the applicable year.
Year |
2017 | 2018 | 2019 | |||||||||
Number of Stock Options Issued |
2,923,000 | 2,790,000 | 1,540,000 | |||||||||
Weighted Average Number of Class A Shares and Class B Non-Voting Shares Outstanding |
490,798,578 | 501,553,723 | 511,402,128 | |||||||||
Weighted Average Number of Class A Shares and Class B Non-Voting Shares Outstanding (diluted)(1) |
492,189,336 | 502,410,179 | 511,799,866 | |||||||||
Burn Rate (%) |
0.60 | 0.56 | 0.30 | |||||||||
Burn Rate (diluted)(1) (%) |
0.59 | 0.56 | 0.30 |
Note:
(1) | The burn rate calculation does not take into consideration the potential dilutive effect of certain stock options since their impact is anti-dilutive. For the year ended August 31, 2019, 6,126,210 were excluded from the diluted earnings per share calculation (2018 4,263,940, 2017 2,138,047, 2016 1,613,077). |
The following table discloses the annual burn rate for each of the three most recently completed fiscal years for the RSUs issued under the RSU and PSU Plan. The rates are calculated by dividing the Units issued by the weighted average number of the aggregate Class A Shares and Class B Non-Voting Shares outstanding during the year.
Year |
2017(1,2) | 2018(1,2) | 2019(1) | |||||||||
Number of Units Issued |
| | 13,271 | |||||||||
Weighted Average Number of Class A Shares and Class B Non-Voting Shares Outstanding |
| | 511,402,128 | |||||||||
Weighted Average Number of Class A Shares and Class B Non-Voting Shares Outstanding (diluted) |
| | 511,799,866 | |||||||||
Burn Rate (%) |
| | 0 | |||||||||
Burn Rate (diluted) (%) |
| | 0 |
Note:
(1) | All of the outstanding PSUs are cash-settled and therefore non-dilutive. |
(2) | All of the RSUs issued in fiscal 2018 and fiscal 2017 are cash-settled and therefore non-dilutive. |
34 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
2. | Option-Based and Share-Based Awards |
The following table sets forth details with respect to stock options, RSUs, PSUs and DSUs held by the NEOs as of August 31, 2019. JR Shaw has no option awards or share awards outstanding.
Option-Based Awards |
Share-Based Awards |
|||||||||||||||||||||||||||||||||||
Number
of |
Option |
Option |
Aggregate |
Number of |
Market or |
Market or Value of that have not Paid Out or $ |
||||||||||||||||||||||||||||||
Bradley S. Shaw |
60,000 | 23.96 | 31-Aug-2025 | |||||||||||||||||||||||||||||||||
Chief Executive Officer |
60,000 | 26.23 | 31-Aug-2026 | |||||||||||||||||||||||||||||||||
60,000 | 27.77 | 05-Sep-2027 | 95,059 | (3) | 2,405,005 | (4) | ||||||||||||||||||||||||||||||
60,000 | 26.32 | 31-Aug-2028 | 80,400 | 67,028 | (5) | 1,695,806 | (4) | 198,757 | (6) | |||||||||||||||||||||||||||
Jay Mehr |
50,000 | 23.96 | 31-Aug-2025 | |||||||||||||||||||||||||||||||||
President |
50,000 | 26.23 | 31-Aug-2026 | |||||||||||||||||||||||||||||||||
50,000 | 27.77 | 05-Sep-2027 | 56,173 | (3) | 1,421,173 | (4) | ||||||||||||||||||||||||||||||
50,000 | 26.32 | 31-Aug-2028 | 67,000 | 30,763 | (5) | 778,314 | (4) | |||||||||||||||||||||||||||||
Trevor English |
70,000 | 27.39 | 31-Aug-2024 | |||||||||||||||||||||||||||||||||
Executive Vice President, Chief Financial & Corporate Development Officer |
20,000 | 23.96 | 31-Aug-2025 | |||||||||||||||||||||||||||||||||
30,000 | 26.23 | 31-Aug-2026 | ||||||||||||||||||||||||||||||||||
30,000 | 27.77 | 05-Sep-2027 | ||||||||||||||||||||||||||||||||||
75,000 | 25.78 | 03-May-2028 | 38,315 | (3) | 969,378 | (4) | ||||||||||||||||||||||||||||||
30,000 | 26.32 | 31-Aug-2028 | 26,800 | 17,765 | (5) | 449,459 | (4) | |||||||||||||||||||||||||||||
Paul McAleese |
70,000 | 28.44 | 18-Apr-2027 | |||||||||||||||||||||||||||||||||
President, Wireless |
30,000 | 27.77 | 05-Sep-2027 | 67,004 | (3) | 1,695,198 | (4) | |||||||||||||||||||||||||||||
30,000 | 26.32 | 31-Aug-2028 | 13,964 | (5) | 353,282 | (4) |
Notes:
(1) | Based on the difference between the market value of $25.30, which is the closing price for the Class B Non-Voting Shares on TSX on August 31, 2019, and the exercise price of the options (both vested and unvested). |
(2) | Includes the notional dividends paid in RSUs and PSUs under the plan. |
(3) | The number of PSUs and RSUs granted is determined by dividing the fair value of the award on the grant date by the five-day average closing price of the Class B Non-Voting Shares on the TSX preceding the grant date (the Unit Price). The Unit Price for November 1, 2019 was $26.35. |
(4) | The market value is based on the closing price of $25.30 per Class B Non-Voting Share on the TSX on August 31, 2019. |
(5) | The number of PSUs and RSUs granted is determined by dividing the fair value of the award on the grant date by the Unit Price. The Unit Price for grants dated November 4, 2016; November 18, 2016; November 1, 2017; and November 1, 2018, was $26.19, $26.20, $29.53, and $24.35 respectively. |
(6) | Bradley S. Shaw holds 7,856 DSUs. The market value of the DSUs is based on the closing price of $25.30 per Class B Non-Voting Share on the TSX on August 31, 2019. |
Proxy Circular Shaw Communications Inc. | 35 |
Statement of Compensation
During fiscal 2019, the following NEOs exercised options:
Number of Options Exercised |
Realized Benefit $ | |||||||||
Bradley S. Shaw |
300,000 | 2,280,420 | ||||||||
Jay Mehr |
200,000 | 1,506,174 | ||||||||
Trevor English |
60,000 | 471,180 |
Incentive Plan Awards Value Vested or Earned During the Year
The following table sets forth details on the vesting and payout of awards under the Companys incentive plans for the NEOs during the fiscal year ended August 31, 2019.
Option-Based |
Share-Based |
|||||||||||||||||||
Value Vested $ |
Value Vested $ |
Non-Equity $ | ||||||||||||||||||
JR Shaw |
Executive Chair | | | 6,800,000 | ||||||||||||||||
Bradley S. Shaw |
Chief Executive Officer | 14,316 | 800,268 | 5,465,813 | ||||||||||||||||
Jay Mehr |
President | 11,930 | 472,866 | 3,242,954 | ||||||||||||||||
Trevor English |
Executive Vice President, Chief Financial & Corporate Development Officer |
16,862 | 115,006 | 872,734 | ||||||||||||||||
Paul McAleese
|
President, Wireless
|
|
|
|
|
|
|
|
752,000
|
|
Notes:
(1) | Amounts reported represent the aggregate dollar value that would have been realized if all options that vested during fiscal 2019 were exercised on the vesting date. The value is calculated as the difference between the closing price of the Class B Non-Voting Shares on the TSX on the vesting date and the exercise price of the options. The closing price of the Class B Non-Voting Shares on the TSX on May 3, 2019, and August 31, 2018, was $26.59 and $25.15, respectively per share. |
(2) | The market value is based on the closing price of $23.49 per Class B Non-Voting Share on the TSX on November 1, 2018, and $23.03 on November 5, 2018. |
(3) | The amount reported is the cash portion of the annual short-term incentive plan award. |
36 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
Proxy Circular Shaw Communications Inc. | 37 |
Statement of Compensation
Pension Plan Tables
The following table presents the benefits accumulated under the CDCP and the defined contribution component of the ERP for the NEOs. The actual benefits payable upon retirement will be determined by the size of each participants account values (based on the amount of actual contribution and realized investment returns) and any interest earned to the time benefits commence.
Name(1) |
Pension Plan |
Accumulated $ |
Compensatory(2) $ |
Non- Compensatory(3) |
Accumulated $ |
|||||||||||||||
Bradley S. Shaw |
Chief Executive Officer | CDCP | 906,988 | 27,230 | 67,687 | 1,001,905 | ||||||||||||||
Jay Mehr |
President | CDCP | 605,375 | 27,230 | 45,410 | 678,015 | ||||||||||||||
Trevor English |
Executive Vice President, | CDCP | 436,513 | 27,230 | 33,512 | 497,255 | ||||||||||||||
Chief Financial & Corporate | ERP | 1,286,181 | 222,657 | 53,460 | 1,562,298 | |||||||||||||||
Development Officer | NRSP(4) | 96,632 | | 4,512 | 101,144 | |||||||||||||||
Paul McAleese |
President, Wireless | CDCP | 55,979 | 27,230 | 5,619 | 88,828 | ||||||||||||||
ERP | 190,789 | 324,770 | 11,969 | 527,528 |
Notes:
(1) | No accumulated funds remain in the CDCP for JR Shaw as he was required to move funds from the plan by age 71. |
(2) | Includes contributions paid by the Company. |
(3) | Includes regular investment income credited to the accounts during the financial year and payments to members. |
(4) | Includes accumulated Non Registered Savings Plan contributions in respect of service prior to January 1, 2013. |
The following table presents the credited number of years of service at August 31, 2019, and the estimated annual retirement benefits payable to NEOs under the SERP and the defined benefit component of the ERP for service up to August 31, 2019 and at age 65 (or current age if later). In addition, the total pension obligation for each NEO is shown along with the changes to the obligation during the financial year ended August 31, 2019.
Name |
Pension |
Number
of |
Annual
Benefits |
Accrued $ |
Compensatory $ |
Non- Compensatory $ |
Accrued $ |
|||||||||||||||||||||||
At Year End(2) |
At Age 65 $ |
|||||||||||||||||||||||||||||
JR Shaw(3) |
SERP | 54 | 8,361,000 | 8,361,000 | 61,689,000 | | 1,145,000 | 62,834,000 | ||||||||||||||||||||||
Bradley S. Shaw |
SERP | 24 | 5,357,000 | 6,883,000 | 94,817,000 | 1,393,000 | 22,260,000 | 118,470,000 | ||||||||||||||||||||||
Jay Mehr |
SERP | 9 | 1,472,000 | 3,557,000 | 30,332,000 | 3,655,000 | 8,320,000 | 42,307,000 | ||||||||||||||||||||||
Trevor English |
ERP | 7 | 299,000 | 1,107,000 | 2,310,000 | 1,402,000 | 783,000 | 4,495,000 | ||||||||||||||||||||||
Paul McAleese |
ERP | 2 | 71,000 | 629,000 | 505,000 | 772,000 | 242,000 | 1,519,000 |
Notes:
(1) | Rounded to nearest whole year as of August 31, 2019. |
(2) | Annual Benefits Payable at year end reflect accrued benefits as of August 31, 2019 assumed to commence at age 62 (Trevor English and Paul McAleese), age 65 (Bradley S. Shaw and Jay Mehr) or current age (JR Shaw). For SERP members, Annual Benefits Payable at year end are calculated using a service prorate method. For ERP members, Annual Benefits Payable at year end include a prorated portion of the unvested enhancements to the executives ERP which could include adjustments to credited service, earnings or a combination of both. |
(3) | As the NEO exceeds age 65 current age is used. |
(4) | Amounts represent the actuarial value of projected benefits for service to the date indicated. The calculation uses actuarial assumptions and methods which are consistent with those used for calculating pension obligations disclosed in the Companys consolidated financial statements. |
(5) | Amounts represent the projected pension benefit (including enhancements to the ERP, where applicable) for service in the year plus the change in obligation due to differences between actual and assumed compensation for the year. |
(6) | Amounts represent the impact of interest on the net obligation, changes in the interest assumption, and any other experience gains and losses or assumption changes. |
(7) | Number of Years of Credited Service is the number of years from the date a NEO entered into the SERP or ERP Plan which may differ from a NEOs actual years of service at the Company. |
38 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
4. | Summary Compensation Table |
The following table sets forth compensation earned during the last three financial years of the Company by the NEOs.
NEO |
Year |
Salary $ |
Share- $ |
Option- Based Awards(2)(3)(4) $ |
Non-Equity Annual Incentive Plan Compensation(5) $ |
Pension $ |
All
Other Compensation(7) $ |
Total Compensation $ |
||||||||||||||||||||||||
JR Shaw(12) |
2019 | 1,200,000 | | | 6,800,000 | (8) | | 209,160 | 8,209,160 | |||||||||||||||||||||||
2018 | 1,200,000 | | | 7,311,150 | (8) | (1,758,000 | ) | 293,390 | 7,046,540 | |||||||||||||||||||||||
2017 | 1,200,000 | | | 9,600,000 | (8) | | 283,200 | 11,083,200 | ||||||||||||||||||||||||
Bradley S. Shaw(12) |
2019 | 2,000,000 | 1,766,453 | (9) | 127,715 | 5,465,813 | 1,420,230 | 1,206,710 | (13) | 11,986,921 | ||||||||||||||||||||||
2018 | 2,000,000 | 974,050 | 133,200 | 3,896,200 | (14) | (180,500 | ) | 751,223 | 7,574,173 | |||||||||||||||||||||||
2017 | 2,000,000 | 1,391,500 | 106,200 | 5,566,000 | 2,475,230 | 432,209 | 11,971,139 | |||||||||||||||||||||||||
Jay Mehr |
2019 | 1,320,000 | 810,739 | 106,429 | 3,242,954 | 3,682,230 | 26,050 | 9,188,402 | ||||||||||||||||||||||||
2018 | 1,320,000 | 575,575 | 111,000 | 2,302,300 | (14) | 2,854,500 | 80,554 | 7,243,929 | ||||||||||||||||||||||||
2017 | 1,320,000 | 822,250 | 88,500 | 3,289,000 | 4,514,230 | 49,913 | 10,083,893 | |||||||||||||||||||||||||
Trevor English |
2019 | 1,157,954 | 468,184 | (9) | 63,858 | 872,734 | 1,651,887 | 500,076 | (10) | 4,714,693 | ||||||||||||||||||||||
2018 | 964,394 | 372,879 | (9) | 221,850 | 720,000 | 1,100,667 | 123,495 | 3,503,285 | ||||||||||||||||||||||||
2017 | 900,000 | 380,000 | (9) | 53,100 | 800,000 | 730,000 | 2,047,493 | (10) | 4,910,593 | |||||||||||||||||||||||
Paul McAleese |
2019 | 900,000 | 1,868,000 | (9)(11) | 63,858 | 752,000 | 1,124,000 | 20,995 | 4,728,853 | |||||||||||||||||||||||
2018 | 806,250 | 257,808 | (9) | 66,480 | 773,733 | 568,779 | 2,792 | 2,475,842 | ||||||||||||||||||||||||
2017 | 338,542 | | 146,720 | 315,000 | 164,500 | 502,792 | 1,467,554 |
Notes:
(1) | Amounts reported in fiscal 2017, 2018 and 2019 include the grant date fair value of the award of RSUs. The fair value is determined based on the average of the closing prices of the Class B Non-Voting Shares on the TSX for the five trading days preceding the November 1, 2017, November 1, 2018 and November 1, 2019 grant dates, $29.53, $24.35 and $26.35, respectively. RSUs vest equally on the first, second, and third anniversaries of the grant date. See Medium-Term Incentives. |
(2) | Amounts reported in 2019 represent the September 1, 2018 grant date fair value of stock options calculated using the Black-Scholes Option Pricing Model with the option grants and assumptions as provided in the Option Grants and Valuation Assumptions table below. |
(3) | Amounts reported in 2018 represent the September 6, 2017 grant date fair value of stock options calculated using the Black-Scholes Option Pricing Model with the option grants and assumptions as provided in the Option Grants and Valuation Assumptions table below. |
(4) | Amounts reported in 2017 represent the September 1, 2016 grant date fair value of stock options calculated using the Black-Scholes Option Pricing Model with the option grants and assumptions as provided in the Option Grants and Valuation Assumptions table below. |
(5) | Amounts reported represent the cash component of the NEOs annual short-term incentive plan award. See Short-Term Incentives. |
(6) | Amounts reported include all compensatory amounts related to the Companys defined contribution and defined benefit plans. The SERP and defined benefit component of the ERP are actuarially determined using the projected benefit method and managements best estimate of salary escalation and retirement ages of officers. These amounts do not reflect cash figures in the current period. See Pension Plans. JR Shaw, Bradley S. Shaw and Jay Mehr are SERP members, Trevor English and Paul McAleese are ERP members. |
Proxy Circular Shaw Communications Inc. | 39 |
Statement of Compensation
(7) | Amounts reported include employee share purchase plan, transportation and other benefits. If the value of perquisites and benefits does not exceed either $50,000 or 10% of the relevant NEOs total salary, no amount is reported. |
(8) | Calculated and paid pursuant to the terms of the Founders Agreement. See Compensation Discussion and Analysis Founders Agreement. Under the terms of the agreement, provided that the Company reaches its annual financial targets, a bonus shall be paid to JR Shaw in an amount between 0.5% and 1.0% of the Companys Income Base (as defined in Compensation Discussion and Analysis Founders Agreement) for the year in which it is to be paid. For fiscal 2017, JR Shaw received a bonus of $9,600,000 which represented 0.54% of the Income Base. In fiscal 2018 and fiscal 2019, JR Shaw voluntarily reduced his annual incentive bonus to 0.39% and 0.35% of the Income Base respectively. |
(9) | Amounts reported in fiscal 2019, 2018, and 2017 for Trevor English, 2018 and 2019 for Paul McAleese, and 2019 for Bradley S. Shaw include the grant date fair value of the awards of PSUs. The fair value is determined based on the average of the closing prices of the Class B Non-Voting Shares on the TSX for the five trading days preceding the November 1, 2017, November 1, 2018, and November 1, 2019 grant dates, $29.53, $24.35 and $26.35, respectively, as applicable. PSUs vest on the third anniversary of the grant date provided that the performance criteria set by the Human Resources and Compensation Committee on the grant date are met. For further detail see Medium-Term Incentives. The performance criteria set for the November 1, 2017, November 1, 2018 and November 1, 2019 PSU grants are three-year cumulative targets for: (i) operating income before restructuring costs and amortization, and (ii) consolidated revenue, both of which must be met. |
(10) | Trevor English received performance/transaction bonuses aggregating to $2,000,000 in recognition of his extraordinary contributions in connection with the successful completion of the divestiture of ViaWest and acquisition of 700 MHz and 2500 MHz wireless spectrum licenses spectrum from Quebecor, which both occurred in fiscal 2017. In fiscal 2019, Trevor English received a special performance bonus in the amount of $400,000 in recognition of his extraordinary contributions in connection with the 600 MHz spectrum auction. |
(11) | Amounts reported in fiscal 2019 for Paul McAleese include the grant date fair value award of RSUs in the amount of $1,500,000 as stipulated under the terms of a Retention Plan and outlined in Paul McAleeses employment agreement. The fair value is determined based on the average of the closing prices of the Class B Non-Voting Shares on the TSX for the five trading days preceding the April 15, 2019 grant date. See Compensation Discussion and Analysis Retention, Talent Development, & Succession Planning. |
(12) | JR Shaw and Bradley S. Shaw both served as NEOs and directors of the Company from fiscal 2017 to 2019 and did not receive any compensation for serving as directors. |
(13) | In fiscal 2019, the Board of Directors approved a one-time bonus of $500,000 for Bradley S. Shaw in recognition of his strategic contributions in connection with the 600 MHz spectrum auction and leadership through the execution of the TBT initiative and VDP. |
(14) | In fiscal 2018 Bradley S. Shaw and Jay Mehr voluntarily reduced their short-term incentive plan payouts from 80% to 70% of target which facilitated the ability to differentiate short-term incentive plan payouts across the Company. |
Option Grants & Valuation Assumptions
Fiscal 2019 |
Fiscal 2018 |
Fiscal 2017 |
||||||||||||||||||
Grant Date |
September 1, 2018 |
May 4, 2018 |
September 6, 2017 |
April 19, 2017 |
September 1, 2016 |
|||||||||||||||
Vesting Period (Years) |
5 | 5 | 5 | 5 | 5 | |||||||||||||||
Expected Life (Years) |
7.2 | 7.2 | 7.2 | 7.2 | 7.2 | |||||||||||||||
Risk-Free Interest Rate (%) |
2.16 | 2.21 | 1.78 | 1.18 | 0.78 | |||||||||||||||
Expected Volatility (%) |
16.40 | 16.51 | 16.41 | 16.61 | 17.49 | |||||||||||||||
Dividend Yield (%) |
4.50 | 4.60 | 4.27 | 4.17 | 4.52 | |||||||||||||||
Black-Scholes Value |
$2.13 | $2.07 | $2.22 | $2.10 | $1.77 | |||||||||||||||
Options Granted |
||||||||||||||||||||
Bradley S. Shaw |
60,000 | - | 60,000 | - | 60,000 | |||||||||||||||
Jay Mehr |
50,000 | - | 50,000 | - | 50,000 | |||||||||||||||
Trevor English |
30,000 | 75,000 | 30,000 | - | 30,000 | |||||||||||||||
Paul McAleese |
30,000 | - | 30,000 | 70,000 | - |
5. | Compensation of Directors |
40 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
Independent directors compensation is outlined in the table below:
Prior to January 1, 2019 | Effective January 1, 2019 | |||
Upon joining the Board |
One-time grant of 70,000 stock options |
One-time grant of $150,000 in DDSUs | ||
Annual Compensation |
$65,000 cash
$105,000 in DDSUs
$6,000 annual per Committee
$1,500 per meeting attended |
$200,000 Annual Retainer paid in cash, DDSUs and/or RSUs at the directors election provided they have met the share ownership guidelines |
Effective January 1, 2019 independent directors do not receive options upon election or appointment to the Board.
The Chairs of Board Committees and the Lead Director continue to receive additional compensation to recognize the extra time and responsibilities required of the roles. Committee Chair and Lead Director retainers remained at fiscal 2018 levels.
Annual Retainer $ | |||||
Lead Director |
75,000 | ||||
Corporate Governance and Nominating Committee Chair |
15,000 | ||||
Human Resources and Compensation Committee Chair |
15,000 | ||||
Audit Committee Chair |
40,000 |
Director Compensation Table
The following table sets out the compensation paid to each of the Companys directors for the financial year ended August 31, 2019. Fees earned are paid in cash, RSUs, or DSUs as elected by each director. See also DDSU Plan. Directors who are also employees of the Company or its subsidiaries receive no remuneration as directors.
Name |
Fees $ |
Share-Based $ |
Option-Based $ |
All Other |
Total $ |
|||||||||||||
Peter Bissonnette |
|
|
|
|
176,167 |
|
|
|
|
|
|
176,167 |
| |||||
Adrian Burns |
|
183,167 |
|
|
|
|
|
|
|
|
|
183,167 |
| |||||
Christina Clark |
|
44,042 |
|
|
132,124 |
|
|
|
|
|
|
176,166 |
| |||||
Richard Green |
|
191,011 |
|
|
65,695 |
|
|
|
|
|
|
256,706 |
| |||||
Lynda Haverstock4 |
|
31,167 |
|
|
|
|
|
|
|
|
|
31,167 |
| |||||
Gregg Keating |
|
181,167 |
|
|
|
|
|
|
|
|
|
181,167 |
| |||||
Michael OBrien |
|
179,500 |
|
|
60,000 |
|
|
|
|
|
|
239,500 |
| |||||
Paul Pew |
|
115,875 |
|
|
232,791 |
|
|
|
|
|
|
348,666 |
| |||||
Jeffrey Royer |
|
181,167 |
|
|
|
|
|
|
|
|
|
181,167 |
| |||||
Mike Sievert |
|
117,170 |
|
|
116,886 |
|
|
|
|
|
|
234,056 |
| |||||
JC Sparkman |
|
243,602 |
|
|
|
|
|
|
|
|
|
243,602 |
| |||||
Carl Vogel |
|
226,387 |
|
|
20,491 |
|
|
|
|
|
|
246,878 |
| |||||
Sheila Weatherill |
|
|
|
|
181,165 |
|
|
|
|
|
|
181,165 |
| |||||
Willard Yuill |
|
195,417 |
|
|
|
|
|
|
|
|
|
195,417 |
|
Proxy Circular Shaw Communications Inc. | 41 |
Statement of Compensation
Notes:
(1) | Cash Amounts paid to Richard R. Green, JC Sparkman, Carl E. Vogel and Mike Sievert, residents of the U.S., are payable in U.S. dollars and have been translated into Canadian dollars at the applicable monthly average exchange rates. |
(2) | DSUs were credited to a directors account based on dividing the cash value of the compensation by the average of the high and low prices of the Class B Non-Voting Shares on the compensation dates. The number of RSU granted is determined by dividing the fair value of the award on the grant date by the Unit Price. The Unit Price was $26.44 on the February 1, 2019 grant date. |
(3) | Compensation Disclosure for JR Shaw and Bradley S. Shaw who were both NEOs and directors in fiscal 2019, can be found in the Summary Compensation Table. In fiscal 2019, JR Shaw and Bradley S. Shaw did not receive compensation for serving as directors of the Company. |
(4) | Lynda Haverstock did not stand for election at the 2019 AGM. |
Outstanding Share-Based and Option-Based Awards
The following table sets forth details with respect to stock options, RSUs, and DSUs held by the directors of the Company, other than those that are NEOs, as of August 31, 2019.
Option-Based Awards | Share-Based Awards | ||||||||||||||||||||||||||||||||||||||||||||
Name(1) |
Number of Securities Underlying Unexercised Options |
Option $ |
Option Expiration Date |
Value
of $ |
Number of Shares or Units of Shares that have not Vested(3) |
Market or Payout Value of Shares or Units of Shares that have not Vested(4) $ |
Market
or Value of Shares or Units of Shares that have not Paid Out
or | ||||||||||||||||||||||||||||||||||||||
Peter Bissonnette |
| | | | | | 171,445 | ||||||||||||||||||||||||||||||||||||||
Adrian Burns |
| | | | | | 1,716,733 | ||||||||||||||||||||||||||||||||||||||
Christina Clark |
70,000 | 26.78 | 02-Jul-2028 | | | | 134,196 | ||||||||||||||||||||||||||||||||||||||
Richard Green |
30,000 | 19.17 | 02-Jul-2020 | 183,900 | 2,540 | 64,273 | 1,811,486 | ||||||||||||||||||||||||||||||||||||||
Lynda Haverstock |
| | | | | | 947,074 | ||||||||||||||||||||||||||||||||||||||
Gregg Keating |
| | | | | | 1,834,664 | ||||||||||||||||||||||||||||||||||||||
Michael OBrien |
| | | | 2,320 | 58,702 | 1,846,319 | ||||||||||||||||||||||||||||||||||||||
Paul Pew |
| |
|
| | 8,411 | 212,793 | 2,838,459 | |||||||||||||||||||||||||||||||||||||
Jeffrey Royer |
| | | | | | 2,598,881 | ||||||||||||||||||||||||||||||||||||||
Mike Sievert |
70,000 | 27.21 | 14-Jan-2028 | | | | 251,106 | ||||||||||||||||||||||||||||||||||||||
JC Sparkman |
| | | | | | 1,607,176 | ||||||||||||||||||||||||||||||||||||||
Carl Vogel |
| | | | | | 1,070,437 | ||||||||||||||||||||||||||||||||||||||
Sheila Weatherill |
| | | | | | 1,842,023 | ||||||||||||||||||||||||||||||||||||||
Willard Yuill |
| | | | | | 1,029,836 |
Notes:
(1) | Disclosure for JR Shaw and Brad Shaw who were both NEOs and directors in fiscal 2019, can be found in the Outstanding Share-Based and Option-Based Awards and Summary Compensation Table. |
(2) | Based on the difference between the market value of $25.30 per Class B Non-Voting Common Share which is the closing price on the TSX on August 31, 2019 and the exercise price of the options. |
(3) | The number of RSUs granted is determined by dividing the fair value of the award on the grant date by the Unit Price. The Unit Price was $26.44 on the February 1, 2019 grant date. |
(4) | The market value is based on the closing price of $25.30 per Class B Non-Voting Share on the TSX on August 31, 2019. |
42 | Shaw Communications Inc. Proxy Circular |
Statement of Compensation
Name(2) |
Option-Based Awards |
Share-Based Awards |
Non-Equity Incentive Plan Compensation - Value Earned During The Year $ | ||||||||||||
Value Vested
During $ |
Value Vested During the Year(3) $ | ||||||||||||||
Peter Bissonnette |
| 176,167 | | ||||||||||||
Adrian Burns |
| | | ||||||||||||
Christina Clark |
2,520 | 132,124 | | ||||||||||||
Richard Green |
| | | ||||||||||||
Lynda Haverstock |
| | | ||||||||||||
Gregg Keating |
| | | ||||||||||||
Michael OBrien |
| | | ||||||||||||
Paul Pew |
| 15,291 | | ||||||||||||
Jeffrey Royer |
| | | ||||||||||||
Mike Sievert |
| 116,886 | | ||||||||||||
JC Sparkman |
| | | ||||||||||||
Carl Vogel |
| 20,491 | | ||||||||||||
Sheila Weatherill |
| 181,165 | | ||||||||||||
Willard Yuill |
| | |
Notes:
(1) | Amounts reported represent the aggregate dollar value that would have been realized if all options that vested during fiscal 2019 were exercised on the vesting date. The value is calculated as the difference between the closing price of the Class B Non-Voting Shares on the TSX on the vesting date and the exercise price of the options. The closing price of the Class B Non-Voting Shares on the TSX on January 15, 2019, and July 3, 2019, was $26.60 and $26.96 respectively. |
(2) | Disclosure for JR Shaw and Brad Shaw who were both NEOs and directors in fiscal 2019, can be found in the Outstanding Share-Based and Option-Based Awards and Summary Compensation Table. |
(3) | DSUs were credited to a directors account based on dividing the cash value of the compensation by the average of the high and low prices of the Class B Non-Voting Shares on the compensation dates. For additional details, see DDSU Plan, below. |
Proxy Circular Shaw Communications Inc. | 43 |
Statement of Compensation
6. | Indebtedness of Directors and Executive Officers |
The following table sets forth the aggregate indebtedness outstanding as at October 31, 2019, of all directors, executive officers and employees, current or former, of the Company or any of its subsidiaries.
Purpose |
To the Company $ |
To Another Entity $ | ||
Shares Purchases |
Nil | Nil | ||
Other |
390,192 | Nil |
44 | Shaw Communications Inc. Proxy Circular |
4 | The average ownership position is calculated using of $27.53 per Class A Share and $27.26 per Class B Non-Voting Share, being the closing prices on November 26, 2019. |
5 | The median value of equity (common shares, RSUs and DSUs) held by the non-controlling nominee directors is calculated using of $27.53 per Class A Share and $27.26 per Class B Non-Voting Share, being the closing prices on November 26, 2019. |
Statement of Corporate Governance
1. | Board & Committee Membership and Independence |
As of the date hereof, the Board is comprised of 15 directors. The Board members and their committee memberships are identified in the table below.
The Board defines a director to be independent if he or she has no direct or indirect material relationship with the Company, as determined by the Board in consultation with the Corporate Governance and Nominating Committee. A material relationship is a relationship which, in the Boards view, could reasonably be expected to interfere with the exercise of a directors independent judgment. Based on a review of the applicable factual circumstances, including financial, contractual and other relationships, the Board, in consultation with the Corporate Governance and Nominating Committee, has determined that 13 Board members, or 87% of the current Board and director nominees, are independent as set out in the table below.
Director(6) |
Audit Committee |
Corporate Governance & Nominating Committee |
Human Resources & |
Executive Committee |
Independence Analysis | |||||
Peter J. Bissonnette |
| | 🌑 | | Independent(1) | |||||
Adrian I. Burns |
| | 🌑 | 🌑 | Independent | |||||
Christy J. Clark |
| 🌑 | | | Independent | |||||
Richard R. Green |
🌑 | | | | Independent | |||||
Gregg Keating |
| 🌑 | | | Independent | |||||
Michael W. OBrien |
Chair | | | 🌑 | Independent | |||||
Paul K. Pew |
| Chair | | 🌑 | Independent | |||||
Jeffery C. Royer |
🌑 | | | | Independent | |||||
Bradley S. Shaw |
| | | 🌑 | Not Independent(2)(4) | |||||
JR Shaw |
| | | Chair | Not Independent(3)(4) | |||||
Mike Sievert(5) |
| | | | Independent | |||||
JC Sparkman |
| | 🌑 | 🌑 | Independent | |||||
Carl E. Vogel |
🌑 | | | | Independent | |||||
Sheila C. Weatherill |
| 🌑 | | | Independent | |||||
Willard H. Yuill |
| | Chair | | Independent |
Notes:
(1) | Peter J. Bissonnette served as the President of the Company until August 31, 2015. The Board of Directors determined that Peter Bissonnette became an independent director as of September 1, 2018. |
(2) | Bradley S. Shaw is the Chief Executive Officer of the Company. |
(3) | JR Shaw is the founder and Executive Chair of the Company. |
(4) | JR Shaw is the father of Bradley S. Shaw. JR Shaw and Bradley S. Shaw are deemed to be, or are related to, the Companys controlling shareholder through the Shaw Family Living Trust and its trustee, as described under the heading Voting Procedures Voting Shares and Principal Holders Thereof. |
(5) | Mike Sievert is not a member of any Board Committee. |
(6) | Further details about each nominee for election to the Board at the Meeting is provided under the heading Business of the Meeting Election of Directors. |
Proxy Circular Shaw Communications Inc. | 45 |
Statement of Corporate Governance
46 | Shaw Communications Inc. Proxy Circular |
Statement of Corporate Governance
Proxy Circular Shaw Communications Inc. | 47 |
Statement of Corporate Governance
Attendance Record
The Board attendance record for fiscal 2019 is outlined below.
Director |
Audit Committee |
Corporate Governance & Nominating Committee |
Human Resources & Compensation Committee |
Committees(1) (Total) |
Board | Overall Attendance |
||||||||||||||||||||||
Peter J. Bissonnette |
| | 3/3(3) | 3/3 | 9/9 | 12/12 | (100%) | |||||||||||||||||||||
Adrian I. Burns |
| | 5/5 | 5/5 | 9/9 | 14/14 | (100%) | |||||||||||||||||||||
Christy Clark |
| 3/3(4) | | 3/3 | 8/9 | 11/12 | (92%) | |||||||||||||||||||||
Richard R. Green |
7/7 | | | 7/7 | 9/9 | 16/16 | (100%) | |||||||||||||||||||||
Gregg Keating |
| 3/3(6) | 2/2(5) | 5/5 | 9/9 | 14/14 | (100%) | |||||||||||||||||||||
Michael W. OBrien |
7/7 | | | 7/7 | 9/9 | 16/16 | (100%) | |||||||||||||||||||||
Paul K. Pew |
| 5/5 | | 5/5 | 9/9 | 14/14 | (100%) | |||||||||||||||||||||
Jeffrey C. Royer |
7/7 | | | 7/7 | 9/9 | 16/16 | (100%) | |||||||||||||||||||||
Bradley S. Shaw |
| | | | 9/9 | 9/9 | (100%) | |||||||||||||||||||||
JR Shaw |
| | | | 9/9 | 9/9 | (100%) | |||||||||||||||||||||
Mike Sievert(2) |
| | | | 8/9 | 8/9 | (89%) | |||||||||||||||||||||
JC Sparkman |
| | 4/5 | 4/5 | 8/9 | 12/14 | (86%) | |||||||||||||||||||||
Carl E. Vogel |
5/5(8) | 2/2(7) | | 7/7 | 9/9 | 16/16 | (100%) | |||||||||||||||||||||
Sheila C. Weatherill |
| 5/5 | | 5/5 | 9/9 | 14/14 | (100%) | |||||||||||||||||||||
Willard H. Yuill |
| | 5/5 | 5/5 | 9/9 | 14/14 | (100%) |
Note:
(1) | No Executive Committee meetings were required in fiscal 2019. |
(2) | Mike Sievert is not a member of any Board committees. |
(3) | Peter Bissonnette joined the Human Resources and Compensation Committee on January 1, 2019 |
(4) | Christy Clark joined the Corporate Governance and Nominating Committee on January 1, 2019 |
(5) | Gregg Keating was a member of the Human Resources and Compensation Committee until January 1, 2019 |
(6) | Gregg Keating joined the Corporate Governance and Nominating Committee on January 1, 2019 |
(7) | Carl Vogel was a member of the Corporate Governance and Nominating Committee until January 1, 2019 |
(8) | Carl Vogel joined the Audit Committee on January 1, 2019 |
In Camera Sessions
The committees of the Board met in camera in fiscal 2019 as follows:
Audit Committee |
6 times | |||
Corporate Governance and Nominating Committee |
5 times | |||
Human Resources and Compensation Committee |
4 times |
48 | Shaw Communications Inc. Proxy Circular |
Statement of Corporate Governance
Interlocking Directorships
The interlocking directorships relating to public issuers are listed below. The Board is of the view that neither of these interlocking directorships affects the independence of the respective members of the Board.
Issuer |
Director | Position with Issuer | ||
Liberty Global, Inc. |
Richard R. Green | director and member the nominating and corporate governance committee | ||
JC Sparkman | director and chair of the compensation committee and member of nominating and corporate governance and succession planning committees | |||
Universal Electronics Inc. |
JC Sparkman | director and chair of the compensation committee and member of the corporate governance and nominating committee | ||
Carl E. Vogel | director and member of the audit committee |
Proxy Circular Shaw Communications Inc. | 49 |
Statement of Corporate Governance
50 | Shaw Communications Inc. Proxy Circular |
Statement of Corporate Governance
4. | Corporate Governance and Nominating Committee |
Proxy Circular Shaw Communications Inc. | 51 |
6 | The Corporate Governance and Nominating Committee also included Lynda Haverstock until January 1, 2019. Ms. Haverstock did not stand for re-election at the January 17, 2019 Annual General Meeting. |
7 | Carl Vogel was a member of the Corporate Governance and Nominating Committee until January 1, 2019. Peter Bissonnette and Gregg Keating joined the Corporate Governance and Nominating Committee on January 1, 2019. |
Statement of Corporate Governance
Site visits to the Companys facilities are arranged periodically. The Company also has a director education policy by which funding can be made available for directors to attend external programs. A list of meetings in fiscal 2019 where educational and strategic topics were covered on a quarterly basis are set out in the table below.
Educational and Strategic Topics |
Attendees | |||||||
Senior management presentation on performance and emerging issues |
Full Board | |||||||
Corporate governance updates on new requirements and emerging issues and practices |
|
Corporate Governance and Nominating Committee |
|
|||||
Changes in generally accepted accounting principles |
Audit Committee | |||||||
Compensation trends and benchmarking |
|
Human Resources and Compensation Committee |
|
|||||
Strategic Planning |
Full Board | |||||||
Topics covered included: |
||||||||
· the competitive landscape in the Companys Wireline and Wireless divisions; |
|
|||||||
· the evolving regulatory environment and the Companys approach to regulatory changes and other corporate initiatives; |
|
|||||||
· Wireless and Wireline network planning, optimization, and converged network strategy; |
|
|||||||
· Wireless growth initiatives, spectrum acquisition strategy and deployment plan; |
|
|||||||
· the updated strategic plan; and |
|
|||||||
· capital structure and capital markets initiatives. |
|
52 | Shaw Communications Inc. Proxy Circular |
Statement of Corporate Governance
Proxy Circular Shaw Communications Inc. | 53 |
Statement of Corporate Governance
54 | Shaw Communications Inc. Proxy Circular |
Statement of Corporate Governance
Proxy Circular Shaw Communications Inc. | 55 |
Statement of Corporate Governance
56 | Shaw Communications Inc. Proxy Circular |
Caution Concerning Forward Looking Statements
Proxy Circular Shaw Communications Inc. | 57 |
Caution Concerning Forward Looking Statements
58 | Shaw Communications Inc. Proxy Circular |
A-1 | Shaw Communications Inc. Proxy Circular |
Exhibit A
Proxy Circular Shaw Communications Inc. | A-2 |
Exhibit A
A-3 | Shaw Communications Inc. Proxy Circular |
Exhibit A
Proxy Circular Shaw Communications Inc. | A-4 |
Exhibit A
A-5 | Shaw Communications Inc. Proxy Circular |
Exhibit A
Proxy Circular Shaw Communications Inc. | A-6 |
Shaw)
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