Algonquin Power【AQN】株式ニュース

Algonquin Power & Utilities Corp. Reports Fourth Quarter and Full Year 2025 Financial ResultsMarch 6, 2026 6:30 AM
Business Wire
Reports full year 2025 net earnings1 per common share of $0.27 and adjusted net earnings per common share ("Adjusted Net EPS")2 of $0.34

Achieves operating efficiencies resulting in operations and maintenance expense being flat year-over-year

Delivers net earnings per common share growth of ~286%, Adjusted Net EPS2 growth of ~13% and a ~130 basis point increase to earned return on equity3 for the full year in comparison to 2024

Reaffirms previously disclosed 2026 Adjusted Net EPS2 estimated range of $0.35 - $0.37

Algonquin Power & Utilities Corp. (TSX/NYSE: AQN) ("AQN", "Algonquin" or the "Company") today reported fourth quarter 2025 net earnings of $29.4 million, or $0.04 per common share, and adjusted net earnings2 of $47.2 million, or $0.06 per common share. For the full year ended December 31, 2025 net earnings were $208.0 million, or $0.27 per common share, and adjusted net earnings2 were $258.8 million, or $0.34 per common share. These results compared to a net loss of $110.2 million, or $(0.14) per common share, and adjusted net earnings2 of $42.5 million, or $0.06 per common share, for the fourth quarter of 2024, and net earnings of $54.8 million, or $0.07 per common share, and adjusted net earnings2 of $221.6 million, or $0.30 per common share, for the full year ended December 31, 2024.

The Regulated Services Group reported fourth quarter 2025 net earnings of $73.6 million and full year 2025 net earnings of $351.0 million, compared to net earnings of $60.5 million and $260.1 million, respectively, for the same periods in 2024.

All amounts are shown in United States dollars ("U.S. $" or "$"), unless otherwise noted.

"Our strong 2025 results reflect continued progress executing our 'Back to Basics' strategy as we build a premier, pure-play utility," said Rod West, Chief Executive Officer of AQN. "During the year, we made substantial regulatory progress across our electric, gas and water utilities, began realizing the benefits of a more disciplined operating model, and strengthened our balance sheet through the retirement of approximately $1.6 billion in debt following the completion of the sale of our renewable energy business (excluding hydro). Under the leadership of a new executive team with deep U.S. regulated utility experience, we are positioning Algonquin to deliver steady, predictable value for our customers, communities and shareholders."

“Looking ahead, we are reaffirming our full year 2026 Adjusted Net EPS outlook, as originally disclosed in June 2025, and establishing a clear framework for long-term growth through disciplined, customer-focused capital investments. Our approximately $3.2 billion regulated capital plan for 2026 through 2028 underpins our expectation for 5% to 6% compound annual growth in rate base3 as measured from year end 2025 through the end of 2028. We continue to expect no equity issuance through 2027. At the same time, we remain focused on driving continued improvements to our earned ROE through rate case filings and cost savings program execution,” Mr. West continued.

“As a result largely of the difference in the effective tax rate assumption since our investor update in June 2025, we now expect a 2027 Adjusted Net EPS outlook range of $0.38 to $0.42. We are actively assessing tax optimization strategies with potential benefits beginning next year, and our newly assembled leadership team is drawing on deep utility experience to help identify additional efficiencies to offset these impacts. We remain confident in the opportunities ahead and are focused on executing with discipline and engaging constructively with regulators to drive durable earnings growth,” Mr. West concluded.

____________________________

1

All amounts herein are from continuing operations and are attributable to common shareholders, unless otherwise noted

2

Please refer to "Non-GAAP Measures" below

3

Please refer to "Other" below

2025 AQN Financial and Operational Highlights

Assembling a deeply experienced executive leadership team to guide the Company on its path to becoming a premium, pure-play regulated utility;

Achieving constructive regulatory outcomes and settlements across multiple jurisdictions;

Reducing operating expense as a percent of gross revenue to approximately 35.8% in 2025 from approximately 37.7% in 2024;

Improving 2025 earned return on equity ("ROE") to approximately 6.8% from approximately 5.5% in 2024; and

Strengthening the balance sheet following the sale of the renewable energy business (excluding hydro), with approximately $1.6 billion of net proceeds from such sale used to pay down debt.

Net Earnings and Adjusted Net Earnings4 by Business Unit

Three months ended

Twelve months ended

December 31

December 31

(all dollar amounts in $ millions except per share information)

2025

2024

2025

2024

Net earnings by business units

Net earnings for Regulated Services Group

$

73.6

$

60.5

$

351.0

$

260.1

Net earnings for Hydro Group

2.1

2.5

31.1

12.0

Net loss for Corporate Group

(46.3

)

(173.2

)

(174.1

)

(217.3

)

Net earnings (loss)

29.4

(110.2

)

208.0

54.8

Adjusted net earnings4

$

47.2

$

42.5

$

258.8

$

221.6

Per common share

Basic and diluted net earnings (loss)

$

0.04

$

(0.14

)

$

0.27

$

0.07

Adjusted net earnings4

$

0.06

$

0.06

$

0.34

$

0.30

Weighted average number of common shares outstanding

768,429,981

767,465,543

768,098,435

731,721,239

The full year 2025 Adjusted Net EPS4 of $0.34 exceeded the top end of the Company’s previously provided guidance range by $0.02. This was driven by accelerated realization of operating expense savings, lower depreciation expense resulting from authorized deferrals, and tax adjustments. These benefits were partially offset by costs associated with a targeted relief initiative for customers agreed to as part of the Empire Electric Missouri settlement as well as costs associated with the discontinuation of a CalPeco solar project.

Business Segment Highlights

Regulated Services Group

Regulated Services Group Overview

Served approximately 1,272,000 customer connections as at December 31, 2025, consisting of approximately 311,000 electric, 378,000 natural gas, and 583,000 water and wastewater connections;

Capital expenditures totaled approximately $603.5 million during 2025, compared to approximately $757.2 million during 2024, with the decrease primarily due to investment in the Company’s integrated customer solution platform, which includes customer billing, enterprise resource planning systems and asset management systems, that was largely complete in 2024; and

Achieved regulatory progress across key proceedings:

During the fourth quarter and shortly after year end, the Company received approval of a settlement agreement at Empire Electric Missouri and orders at St. Lawrence Gas and BELCO Electric; received a proposed decision at CalPeco Electric adopting a proposed settlement agreement; and achieved proposed settlements at New England Natural Gas System and Litchfield Park Water and Sewer System in Arizona.

Earlier in 2025, AQN secured approval for settlements at Midstates Gas (Missouri), Missouri Water, Arkansas Water, Granite State Electric and EnergyNorth Gas; and filed a rate case at Empire Electric Kansas.

____________________________

4

Please refer to "Non-GAAP Measures" below

Regulated Services Group — Fourth Quarter 2025

The Regulated Services Group reported net earnings of $73.6 million in the fourth quarter of 2025, compared to net earnings of $60.5 million in the fourth quarter of 2024, an increase of $13.1 million or approximately 22%. This growth was primarily due to the implementation of approved rates across several of the Company’s electric, gas and water utilities and lower interest expense as a result of debt repayment using proceeds from the sale of the Company’s renewable energy business (excluding hydro) and proceeds from the sale of its 42.2% ownership interest in Atlantica Sustainable Infrastructure plc ("Atlantica"). These benefits were partially offset by higher depreciation expense and other expense items.

Key drivers of fourth quarter 2025 performance as compared to fourth quarter 2024 performance include:

Implementation of approved customer rates totaling $10.3 million at BELCO Electric, Midstates Gas, Peach State Gas, Missouri Water, New York Water, Beardsley, Cordes Lake, Bella Vista, and Rio Rico Water and Sewer Systems;

Partially offset by higher operating expenses and depreciation of $6.1 million that were driven by $8.5 million in costs associated with a targeted relief initiative for customers agreed to as part of the Empire Electric Missouri settlement and a $7.3 million write-off related to a CalPeco solar project that was discontinued; and

Lower interest expense of $10.6 million reflecting the repayment of debt with the proceeds from the sale of the Company’s renewable energy business (excluding hydro) and the proceeds from the sale of the Company's investment in Atlantica.

Regulated Services Group — Full Year 2025

The Regulated Services Group reported net earnings of $351.0 million in 2025, compared to net earnings of $260.1 million in 2024, an increase of $90.9 million or approximately 35%.

Key drivers of 2025 performance as compared to 2024 include:

Implementation of approved customer rates totaling $41.6 million across several gas, water, and electric systems; favourable weather relative to 2024, which resulted in an increase in net earnings of approximately $13.9 million at the Empire Electric System; and benefits related to $11.9 million in depreciation deferrals;

Offset by $8.5 million in costs associated with a targeted relief initiative for customers agreed to as part of the Empire Electric Missouri settlement and a $7.3 million write-off related to a CalPeco solar project that was discontinued; and

Lower interest expense of $50.4 million reflecting the repayment of debt with the proceeds from the sale of the Company’s renewable energy business (excluding hydro) and the proceeds from the sale of the Company's investment in Atlantica.

Hydro Group – Fourth Quarter and Full Year 2025

The Hydro Group recorded net earnings of $2.1 million in the fourth quarter of 2025, compared to net earnings of $2.5 million in the fourth quarter of 2024. For the full year ended December 31, 2025, the Hydro Group recorded net earnings of $31.1 million compared to $12.0 million in 2024, an increase of $19.1 million primarily due to a tax recovery associated with the Hydro Group reorganization executed in connection with the sale of the Company's renewable energy business (excluding hydro).

Corporate Group – Fourth Quarter and Full Year 2025

The Corporate Group recorded a net loss of $46.3 million in the fourth quarter of 2025 and $174.1 million for the full year 2025, compared to a net loss of $173.2 million and $217.3 million, respectively, for the same periods in 2024. The adjusted net loss5 for the Corporate Group was $28.5 million for the fourth quarter and $123.3 million for the full year 2025, compared to an adjusted net loss5 of $20.5 million and $50.5 million, respectively, in 2024.

The Corporate Group’s net earnings were negatively impacted by the sale of the Company’s ownership stake in Atlantica and the loss of related dividends. The repayment of debt with the proceeds of the Atlantica sale contributed to interest expense reductions across the Regulated Services Group and Corporate Group segments, which partly offset the loss of Atlantica dividends.

Financial Outlook

Algonquin is providing the following financial outlook:

Current Estimates

2026 Adjusted Net EPS5

$0.35 - $0.37

2027 Adjusted Net EPS5

$0.38 - $0.42

2026 Utility Capital Expenditures

Approximately $0.8 billion

2026 - 2028 Aggregate Utility Capital Expenditures

Approximately $3.2 billion

2025 - 2028 Compound Annual Growth in Rate Base

5% - 6%

With respect to the Company’s previously disclosed Adjusted Net EPS5 outlook for 2027, the Company now expects its effective tax rate in 2027 to be in the mid-to-high twenties as compared to the previously anticipated low-to-mid twenties estimate, resulting in a decrease to anticipated 2027 Adjusted Net EPS5 of slightly more than $0.03 compared to the Company’s previous estimate. The Company also now expects the timing of gas operational excellence activities to extend into 2027, before normalizing. When combined, these factors result in an updated expected Adjusted Net EPS5 range of $0.38 - $0.42. The Company continues to evaluate various tax strategies to optimize its effective tax rate but expects the majority of the benefits from such strategies to be realized after 2027.

The Company’s financial outlook is based on, and should be read in conjunction with, the assumptions set out under "Financial Outlook” and "Caution Concerning Forward-Looking Statements and Forward-Looking Information" in the Annual MD&A (as defined herein). Please also refer to "Caution Regarding Forward-Looking Information" and "Non-GAAP Measures" below.

Earnings Conference Call

AQN will hold an earnings conference call at 8:30 a.m. eastern time on Friday, March 6, 2026, hosted by Chief Executive Officer, Rod West, and Chief Financial Officer, Rob Stefani.

Date:

Friday, March 6, 2026

Time:

8:30 a.m. ET

Conference Call:

Toll Free Dial-In Number:

1 (800) 715-9871

Toll Dial-In Number:

1 (647) 932-3411

Conference ID:

3922090

Webcast:

https://edge.media-server.com/mmc/p/8bvdvvub

Presentation also available at: www.algonquinpower.com

____________________________

5

Please refer to "Non-GAAP Measures" below

Financial Statements

AQN will file its annual consolidated financial statements, annual management discussion & analysis (the "Annual MD&A"), and annual information form, each for the year ended December 31, 2025, with the applicable Canadian securities regulatory authorities. Copies of these documents and other supplemental information on AQN is made available on its website at www.AlgonquinPower.com and in its corporate filings on SEDAR+ at www.sedarplus.com (for Canadian filings) and EDGAR at www.sec.gov/edgar (for U.S. filings). A hard copy of AQN's annual consolidated financial statements for the year ended December 31, 2025 can be obtained free of charge upon request to InvestorRelations@APUCorp.com. AQN will also file its Form 40-F for the year ended December 31, 2025 with the U.S. Securities and Exchange Commission.

About Algonquin Power & Utilities Corp. and Liberty

Algonquin Power & Utilities Corp., parent company of Liberty, is a diversified international generation, transmission, and distribution utility. AQN is committed to providing safe, secure, reliable, cost-effective, and sustainable energy and water solutions through its portfolio of generation, transmission, and distribution utility investments to over one million customer connections, largely in the United States and Canada. AQN's common shares, preferred shares, Series A, and preferred shares, Series D are listed on the Toronto Stock Exchange under the symbols AQN, AQN.PR.A, and AQN.PR.D, respectively. AQN's common shares and Series 2019-A subordinated notes are listed on the New York Stock Exchange under the symbols AQN and AQNB, respectively.

Visit AQN at www.algonquinpower.com and follow us on X.com @AQN_Utilities.

Caution Regarding Forward-Looking Information

Certain statements included in this news release constitute "forward-looking information" within the meaning of applicable securities laws in each of the provinces and territories of Canada and the respective policies, regulations and rules under such laws and "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). The words "will", "expects", "believes", "estimates", "targets", "forecast", "outlook", "guidance", "projected" (and grammatical variations of such terms) and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements in this news release include, but are not limited to, statements regarding: value creation and the ability to become a premium pure-play regulated utility; the Company's future plans and the expected outcomes thereof; future equity issuances; future operational efficiencies; the Company’s forward-looking outlook, including expectations regarding Adjusted Net EPS, effective tax rates, capital expenditures and annual growth of rate base; and expectations regarding rate cases, including the expected outcomes thereof. These statements are based on factors or assumptions that were applied in drawing a conclusion or making a forecast or projection, including assumptions based on historical trends, current conditions and expected future developments. Since forward-looking statements relate to future events and conditions, by their very nature they require making assumptions and involve inherent risks and uncertainties. AQN cautions that although it is believed that the assumptions are reasonable in the circumstances, these risks and uncertainties give rise to the possibility that actual results may differ materially from the expectations set out in the forward-looking statements. Forward-looking statements contained herein (including the financial outlook herein) are provided for the purposes of assisting in understanding the Company and its business, operations, risks, financial performance, financial position and cash flows as at and for the periods indicated and to present information about management's current expectations and plans relating to the future and such information may not be appropriate for other purposes. Material risk factors and assumptions include those set out in AQN's annual information form and annual management discussion & analysis, each for the year ended December 31, 2025, each of which is or will be available on SEDAR+ and EDGAR.

Given these assumptions and risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates. Other than as specifically required by law, AQN undertakes no obligation to update any forward-looking statements to reflect new information, subsequent or otherwise.

Non-GAAP Measures

AQN uses a number of financial measures to assess the performance of its business lines. Some measures are calculated in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), while other measures do not have a standardized meaning under U.S. GAAP. These non-GAAP measures include non-GAAP financial measures and non-GAAP ratios, each as defined in Canadian National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure. AQN's method of calculating these measures may differ from methods used by other companies and therefore may not be comparable to similar measures presented by other companies.

The term "adjusted net earnings" is used in this news release and is a non-GAAP financial measure. An explanation of this non-GAAP financial measure can be found in the section titled "Caution Concerning Non-GAAP Measures" in the Annual MD&A, which section is incorporated by reference into this news release, and a reconciliation to the most directly comparable U.S. GAAP measure can be found below. In addition, adjusted net earnings is presented in this news release on a per common share basis. "Adjusted net earnings per common share" (or "Adjusted Net EPS") is a non-GAAP ratio and is calculated by dividing adjusted net earnings by the weighted average number of common shares outstanding during the applicable period.

The Company does not provide reconciliations for forward-looking non-GAAP financial measures as the Company is unable to provide a meaningful or accurate calculation or estimation of reconciling items and the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing or amount of various events that have not yet occurred, are out of the Company’s control and/or cannot be reasonably predicted, and that would impact the most directly comparable forward-looking U.S. GAAP financial measure. For these same reasons, we are unable to address the probable significance of the unavailable information. Forward-looking non-GAAP financial measures may vary materially from the corresponding U.S. GAAP financial measures.

Reconciliation of Adjusted Net Earnings to Net Earnings

The following table is derived from and should be read in conjunction with the consolidated statement of operations. This supplementary disclosure is intended to more fully explain disclosures related to adjusted net earnings and provides additional information related to the operating performance of AQN. Investors are cautioned that this measure should not be construed as an alternative to U.S. GAAP consolidated net earnings.

The following table shows the reconciliation of net earnings (loss) attributable to common shareholders to adjusted net earnings exclusive of these items:

Three months ended

Twelve months ended

December 31

December 31

(all dollar amounts in $ millions except per share information)

2025

2024

2025

2024

Net earnings (loss) attributable to common shareholders

$

18.4

$

(189.1

)

$

170.3

$

(1,391.0

)

Add (deduct):

Loss from discontinued operations, net of tax

11.0

78.9

37.7

1,445.8

Gain (loss) on derivative financial instruments

0.3

(0.4

)

(1.5

)

(0.8

)

Restructuring costs6

16.7

7.1

38.7

27.0

Loss (Gain) on foreign exchange

2.8

(0.3

)

18.4

3.5

Change in value of investments carried at fair value7

(0.1

)

2.0

(0.2

)

(21.7

)

Adjustment for taxes related to above

(1.9

)

144.3

(4.6

)

158.8

Adjusted Net Earnings

$

47.2

$

42.5

$

258.8

$

221.6

Adjusted Net Earnings per common share

$

0.06

$

0.06

$

0.34

$

0.30

6

See Note 17 in the audited consolidated financial statements.

7

See Note 7 in the audited consolidated financial statements.

Other

The terms "earned return on equity" (or "earned ROE") and "rate base" are used in this news release. Earned ROE and rate base are measures specific to rate-regulated utilities that are not intended to represent any financial measure as defined by U.S. GAAP. Earned ROE represents earnings at the Company's rate-regulated utilities as a percentage of the product of their average rate base for the period and the equity component of their authorized capital structure. Rate base is a measure used by the regulatory authorities in the jurisdictions where the Company's rate-regulated subsidiaries operate. The calculation of these measures as presented may not be comparable to similarly-titled measures used by other companies.

Algonquin Power & Utilities Corp. - Consolidated Earnings Digest

Three months ended December 31

Year ended December 31

(all dollar amounts in $ millions except per share information)

2025

2024

2025

2024

Revenue

$

630.7

$

584.8

$

2,433.6

$

2,319.5

Net earnings (loss) attributable to common shareholders

29.4

(110.2

)

208.0

54.8

Adjusted Net Earnings8

47.2

42.5

258.8

221.6

Weighted average number of common shares outstanding

768,429,981

767,465,543

768,098,435

731,721,239

Per common share

Basic and diluted net earnings from continuing operations

$

0.04

$

(0.14

)

$

0.27

$

0.07

Adjusted Net Earnings8

$

0.06

$

0.06

$

0.34

$

0.30

8

Please refer to "Non-GAAP Measures" above

Rate Base

Facility

2025A Rate Base ($M)

Latest Authorized ROE

Empire Electric

$

3,388

9.3

%

California Electric and Water

947

9.9

%

New York Water

602

9.1

%

EnergyNorth Gas

522

9.3

%

BELCO Electric

525

8.6

%

New England Gas

322

9.6

%

Granite State Electric

227

9.1

%

All Other

1,709

9.1

%

Total

$

8,242

9.3

%

Commodity

2025A Rate Base ($M)

Latest Authorized ROE

Electric

$

4,825

9.3

%

Water

1,708

8.8

%

Gas

1,709

9.6

%

Total Utility Rate Base

$

8,242

9.3

%

View source version on businesswire.com: https://www.businesswire.com/news/home/20260306123311/en/
Investor Inquiries:

Brian Chin

Vice President, Investor Relations

Algonquin Power & Utilities Corp.

E-mail: InvestorRelations@APUCorp.com

Telephone: (905) 465-4500
Media Inquiries:

Stephanie Bose

Senior Director, Corporate Communications

Algonquin Power & Utilities Corp.

E-mail: Corporate.Communications@libertyutilities.com

Telephone: (905) 465-4500

Original: Algonquin Power & Utilities Corp. Reports Fourth Quarter and Full Year 2025 Financial Results

Starboard Value Nominates Three Highly Qualified and Independent Candidates for Election to Algonquin Power’s Board of Directors (3/22/24)

NEW YORK--(BUSINESS WIRE)--Starboard Value LP (together with its affiliates, “Starboard” or “we”) is the largest shareholder of Algonquin Power & Utilities Corp. (NYSE: AQN) (TSE: AQN) (“Algonquin” or the “Company”) with an ownership stake of approximately 9.0%. Today, Starboard announced that it has nominated three highly qualified candidates (the “Starboard Nominees”) for election to the Company’s Board of Directors (the “Board”) at the 2024 Annual General Meeting of Shareholders (the “Annual Meeting”), which has been scheduled for June 4, 2024. The Starboard Nominees are Brett Carter, Chris Lopez and Rob Schriesheim.

In connection with its nominations, Starboard sent the below letter to the members of the Board.

March 21, 2024

Board of Directors
Algonquin Power & Utilities Corp.
354 Davis Road
Oakville, Ontario
Canada L6J 2X1

Dear Members of the Board,

As you know, Starboard Value LP (together with its affiliates, “Starboard”) is the largest shareholder of Algonquin Power & Utilities Corp. (“Algonquin” or the “Company”), with an ownership stake of approximately 9.0%. We have spent a significant amount of time with certain members of the Board of Directors (the “Board”) and management over the past year. After substantial work on our part, the Company has made several important changes, such as a Chief Executive Officer change and initiating a strategic review that has not yet yielded a positive result. However, this has not been an easy engagement, with certain influential members of the Board impeding progress and the majority of the Board either passive or complicit.

Algonquin is at a critical juncture – it is currently in the process of selecting its next CEO and is exploring a sale of its Renewable Energy Group (the “Unregulated Renewables” business). It is therefore essential that Algonquin have directors with the expertise, fresh perspective and shareholder-focused mindset to properly evaluate what may be a wide range of strategic options.

Unfortunately, the current Board has a long history of making value-destructive decisions. This is most clearly evidenced by the Board’s poor succession planning around former CEO Ian Robertson’s departure, the pursuit of the Kentucky Power acquisition (which, thankfully, was terminated because it could not receive regulatory approval), and careless management of the Company’s balance sheet, which led to a material reduction in the dividend. As a result, Algonquin’s stock has drastically underperformed its peers.1

Given the critical decisions and processes currently underway to recruit the next CEO and explore a sale of the Unregulated Renewables business, we have urged Board leadership for the better part of a year to work with us to refresh the Board with highly credentialed directors, including shareholder representatives and directors with relevant expertise unburdened by the poor decisions of the past. Unfortunately, these conversations with the Board have only confirmed our strong view that substantial change is necessary.

Therefore, we delivered a notice to the Company nominating highly-qualified director candidates for election at the upcoming Annual General Meeting of Shareholders, which the Company recently scheduled for June 4, 2024. At the meeting, we will be seeking to remove several long-serving directors with a history of presiding over some of the Company’s most value-destructive decisions and replace them with new highly-qualified directors who we believe would add substantial experience in best-in-class utility operations and complex financial and business transformations, and who bring a shareholder-focused mindset. Importantly, our proposed nominees would be acutely focused on smooth execution of the Unregulated Renewables and Atlantica processes, and would not, in any way, interfere with a value accretive transaction. To be clear, we are NOT looking to remove interim-CEO Chris Huskilson from his position as interim-CEO or from the Board.

We remain open to a constructive resolution, but our engagement with the Company over the past year has proven to us that new Board leadership is urgently required. We look forward to working with the Board and management to renew and strengthen the Board to oversee the Company’s exciting transformation.

Sincerely,

Jeffrey C. Smith
Managing Member
Starboard Value LP

Biographies of Starboard Nominees

Brett C. Carter most recently served as the Executive Vice President and Group President, Utilities and Chief Customer Officer of Xcel Energy Inc. (NASDAQ: XEL) (“Xcel”), a major U.S. electric and natural gas delivery company, from March 2022 to October 2023. He served as Xcel’s Executive Vice President and Chief Customer and Innovation Officer from May 2018 to March 2022. Prior to that, Mr. Carter served as Senior Vice President and Shared Services Executive, Global Technology and Operations, at Bank of America Corporation (NYSE: BAC) (“BAC”), a global financial services firm, from October 2015 to May 2018, and as Senior Vice President and Chief Operating Officer, Global Technology and Operations, at BAC from March 2015 to October 2015. Before joining BAC, Mr. Carter held several leadership roles at Duke Energy Corporation (NYSE: DUK) (“Duke”), a major U.S. energy company, from 2005 to 2015, including most recently as Senior Vice President and Chief Distribution Officer, Duke Energy Operations, from 2013 to March 2015. Prior to that, he served as President, Duke Energy Carolinas, as Senior Vice President, Customer Origination and Customer Service, and Vice President, Residential and Small Business Customers at Duke. Mr. Carter currently serves as a director of Graco Inc. (NYSE: GGG), a multi-national manufacturing company, since February 2021. Mr. Carter holds a B.S. in accounting from Clarion University of Pennsylvania and an MBA with a concentration in marketing from the University of Pittsburgh. He also completed the Harvard Business School Advanced Management Program.

Christopher Lopez currently serves as Executive Vice President, Chief Financial and Regulatory Officer at Hydro One Limited (TSX: H) (“Hydro One”), an electricity transmission and distribution company, since April 2023. Mr. Lopez joined Hydro One in 2016 and served as its Chief Financial Officer from May 2019 to April 2023, Acting Chief Financial Officer from September 2018 to May 2019 and Senior Vice President, Finance, from 2016 to 2018. Prior to that, Mr. Lopez served as Vice President, Corporate Planning and Mergers & Acquisitions at TransAlta Corporation (TSX: TA) (“TransAlta”), a clean energy solutions company, from 2011 to 2015, as Director of Operations Finance at TransAlta from 2007 to 2011, and in various senior financial roles with TransAlta from 1999 to 2007. At the start of his career, he worked as a financial accountant following the completion of the Graduate Leadership Development Program, with Rio Tinto Group. Mr. Lopez received a Bachelor of Business degree from Edith Cowan University in Australia, and he holds a Chartered Accountant designation. He is a Graduate member of the Australian Institute of Company Directors and has completed the CFO Leadership Program at Harvard Business School.

Robert A. Schriesheim is a multiple time public company director, CFO and corporate strategist who is an expert in restructuring and complex financial transactions. Mr. Schriesheim is currently the Lead Independent Director and Chair of the Audit Committee at Houlihan Lokey, Inc. (NYSE: HLI), a global investment bank, and serves on the board of directors of Skyworks Solutions, Inc. (NASDAQ: SWKS), a leading semiconductor products design and manufacturing company. Mr. Schriesheim has served as chairman of Truax Partners LLC, a consulting firm, since 2018, through which he partners with, and advises, boards, CEOs and institutional investors while serving as a director of public and private companies undergoing complex transformations. From 2018 until 2021, he served as a director of Frontier Communications Corporation (formerly NASDAQ: FTR) (n/k/a Frontier Communications Parent, Inc. (NASDAQ: FYBR)), a provider of communications services (“Frontier”), where he served as a member of the Audit Committee and as chairman of the Finance Committee, overseeing Frontier’s financial restructuring and reorganization, including its emergence from Chapter 11 in 2021. Mr. Schriesheim previously served as the Executive Vice President and Chief Financial Officer of Sears Holdings Corporation (formerly NASDAQ: SHLD), an American holding company, from 2011 until 2016, and as the Chief Financial Officer of Hewitt Associates, Inc. (formerly NYSE: HEW), a global human resources consulting and outsourcing company, from 2010 until its sale in 2010. From 2006 to 2009, he served as Executive Vice President and Chief Financial Officer of Lawson Software, Inc. (formerly NASDAQ: LWSN), an ERP software provider and as a board member from 2006 until its sale in 2011. Prior to that, he was affiliated with ARCH Development Partners, LLC, a seed stage venture capital fund and earlier he held executive positions at Global TeleSystems, SBC Equity Partners, Ameritech, AC Nielsen and Brooke Group Ltd. From 2015 until its sale in 2019, he served as a director of NII Holdings, Inc. (formerly NASDAQ: NIHD), a wireless communications company. From 2018 to 2018, he also served as a director of Forest City Realty Trust, Inc. (formerly NYSE: FCE.A), a real estate investment trust, and served as the chair of its audit committee until its sale to Brookfield Asset Management. From 2007 until its sale in 2009 he served as a director, including as Co-Chairman, of MSC Software (NASDAQ: MSCS), a provider of simulation software and from 2004 until its sale in 2007 he served as a director of Dobson Communications (NASDAQ: DCEL), a rural cellular provider. He also currently serves as an Adjunct Associate Professor of Finance at The University of Chicago Booth School of Business concentrating in the area of corporate governance. Mr. Schriesheim earned an AB in Chemistry from Princeton University and an M.B.A. from the University of Chicago Booth School of Business.

About Starboard Value LP

Starboard Value LP is an investment adviser with a focused and differentiated fundamental approach to investing in publicly traded companies. Starboard invests in deeply undervalued companies and actively engages with management teams and boards of directors to identify and execute on opportunities to unlock value for the benefit of all shareholders.

Information in Support of Public Broadcast Solicitation

Starboard is relying on the exemption under section 9.2(4) of National Instrument 51-102 - Continuous Disclosure Obligations (“NI 51-102”) to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Starboard, and not by or on behalf of the management of Algonquin. The participants in the solicitation are anticipated to be Starboard Value and Opportunity Master Fund III LP, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard X Master Fund II LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard G Fund, L.P., Starboard Value G GP, LLC, Starboard Value A LP, Starboard Value A GP LLC, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Peter A. Feld, Jeffrey C. Smith (which persons are collectively referred to in this section as “Starboard”), and the Starboard Nominees. The address of Algonquin is 354 Davis Road, Suite 100 Oakville, Ontario L6J 2X1.

Starboard has filed this news release containing the information required by section 9.2(4)(c) of NI 51-102 and has filed a separate document containing the information required by Form 51-102F5 – Information Circular in respect of the Starboard Nominees, as required by section 9.2(6) of NI 51-102, on Algonquin’s company profile on SEDAR+ at www.sedarplus.ca.

In connection with the Annual Meeting, Starboard may file a dissident information circular in due course in compliance with applicable securities laws and intends to solicit proxies primarily by mail, but proxies may also be solicited personally by telephone, e-mail or other electronic means, as well as by newspaper or other media advertising or in person, by Starboard, certain of its members, partners, directors, officers and employees, the Starboard Nominees or Starboard’s agents, including a third party proxy solicitation agent and tabulation agent to assist with Starboard’s solicitation and to provide certain advisory and related services. Such solicitation agent has not yet been retained by Starboard. It is expected that, upon engagement of such agent, such agent’s responsibilities will include advising Starboard on governance best practices, liaising with proxy advisory firms, developing and implementing shareholder communication and engagement strategies, advising with respect to meeting and proxy protocol, developing and implementing shareholder communication and engagement strategies, mailing of the Annual Meeting materials and vote tabulation. Starboard will pay such agent a fee to be determined, plus related expenses. In addition, Starboard may solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws. Any members, partners, directors, officers or employees of Starboard and its affiliates or other persons who solicit proxies on behalf of Starboard will do so for no additional compensation.

The costs incurred in the solicitation will be borne by Starboard. However, to the extent permitted under applicable law, Starboard may seek reimbursement from Algonquin for Starboard’s out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with the Annual Meeting.

Although no forms of proxy have been provided at this time, a registered holder of common shares of Algonquin that gives a proxy may revoke it by: (a) completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the form of proxy to be provided by Starboard, or as otherwise provided in the applicable information circular; (b) depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be (i) at the registered office of Algonquin at any time up to and including the last business day preceding the day the Annual Meeting or any adjournment or postponement thereof is to be held, or (ii) with the chairman of the Annual Meeting prior to its commencement on the day of the Annual Meeting or any adjournment or postponement thereof; or (c) revoking their proxy in any other manner permitted by law.

Although no forms of proxy have been provided at this time, a non-registered holder of common shares of Algonquin will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary. It should be noted that revocation of proxies or voting instructions by a non-registered holder can take several days or even longer to complete and, accordingly, any such revocation should be completed well in advance of the deadline prescribed in the form of proxy or voting instruction form to ensure it is given effect in respect of the Annual Meeting.

To the knowledge of Starboard, none of Starboard, or any of its partners, managing members, directors or officers or any of its associates or affiliates, nor any of the Starboard Nominees or their respective associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Algonquin's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Algonquin or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise and subject to Algonquin disclosing the matters proposed to be acted on at the Annual Meeting, in any matter proposed to be acted on at the Annual Meeting, other than the election of directors to the Board or the appointment of the auditors.

_____________________________________
1Source: Capital IQ. Market data as of March 20, 2024. Performance is measured as total shareholder return adjusted for dividends across a 1Y, 3Y, and 5Y period for AQN vs. the average of its Regulated utility peer group. Regulated utility peer group includes AEE, AGR, AEP, CMS, CNP, CU, D, DTE, DUK, ED, EMA, ES, FTS, H, LNT, NEE, PNW, SO, SR, SRE, WEC, and XEL. Starboard has identified the aforementioned peers as the relevant peer set. Starboard believes these peers provide appropriate peer comparisons and align with the Company’s self-selected peer set as of its January 12, 2023 Investor Update presentation. This determination is subject to a certain degree of subjectivity. As the full universe of potential peers is not listed here, the comparisons made herein may differ materially if other firms had been included.

https://www.businesswire.com/news/home/20240321229237/en/

市場データ

ニュース

投資ツール

市場

発見

Hot Features

Follow Feed

ライブオプションフロー

モニター

Algonquin Power (AQN)

ポートフォリオを強化: リアルタイムのディスカッションと実用的な取引アイデア。

Algonquin Power (AQN) ニュース

Algonquin Power & Utilities Corp. Holds Annual Meeting of Shareholders and Announces Election of Board of Directors

Algonquin Power & Utilities Corp. Announces Pricing of $650 Million of Senior Unsecured Notes due 2031 and $500 Million of Senior Unsecured Notes due 2036

Algonquin Power (AQN) shares edge higher after first-quarter earnings beat

Algonquin Power & Utilities Corp. Reports First Quarter 2026 Financial Results

Algonquin Power & Utilities Corp. Announces Date for First Quarter 2026 Financial Results and Conference Call

Algonquin Power & Utilities Corp. Reports Fourth Quarter and Full Year 2025 Financial Results

Algonquin Power & Utilities Corp. Announces Date for Fourth Quarter and Full Year 2025 Financial Results and Conference Call

Algonquin Power & Utilities Corp. Appoints Peter Norgeot as Chief Operating Officer

Algonquin Power & Utilities Corp. Announces Appointment of Robert Stefani as Chief Financial Officer

Algonquin Power & Utilities Corp. Announces Date for Third Quarter 2025 Financial Results and Conference Call

Algonquin Power Shares Rise Slightly as Q2 Earnings Meet Expectations

Algonquin Power & Utilities Corp. Declares Third Quarter 2025 Common Share Dividend of U.S.$0.0650 (C$0.0893), and Declares Third Quarter 2025 Preferred Share Dividends

AQN Discussion

最近閲覧した銘柄

会社情報

ビジネス

人気

アプリを入手