Hudbay's Constancia copper mine in Peru. Courtesy of Hudbay Minerals
The activist shareholder vying for control over Hudbay Minerals’ board put forward a slate of eight director nominees, and has nominated former Nevsun Resources CEO Peter Kukielski to take the top spot at the company.
Waterton Global Resource Management, which in December announced its intentions to put forward director and CEO nominees at Hudbay’s annual shareholder meeting in May, said its slate also includes nominating former Global Risk Institute CEO Richard Nesbitt as board chair.
The two would replace Hudbay CEO Alan Hair and chairman Alan Hibben. Waterton has accused the company’s board and management team of “making a mess out of a portfolio of world class assets.”
Waterton now owns approximately 11.9 per cent of Hudbay’s shares – an increase from 10 per cent in December, and seven per cent in late October.
Waterton chief investment officer Isser Elishis wrote in a letter to Hudbay shareholders on Wednesday that during Kukielski’s time at Nevsun, from May 2017 until December 2018, the company had generated 93 per cent total shareholder returns – a metric that demonstrates the capital gain of an investor’s stock plus dividends. In the same time period, Waterton said, Hudbay’s total shareholder return was -12 per cent.
During Kukielski’s tenure, Nevsun’s share price on the TSX increased 56 per cent, and he sold the company to Chinese miner Zijin Mining for $1.86 billion or $6 per share, what the company said at the time was a 57 per cent premium on its May 7, 2018 closing share price.
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Waterton said that its proposed board slate includes SSR Mining chairman Mike Anglin; former Novagold general counsel David Deisley; Hatch global water director Emily Moore; former Grupo Mexico executive vice-president Daniel Muniz Quintanilla; Ernesto Balarezo, a Peruvian national and former CEO of Gold Fields, Peru; and Pretium Resources director David Smith.
The firm said it would support the re-election of incumbent directors Carol Banducci, the executive vice-president and CFO of Iamgold, and Sarah Kavanagh, a former commissioner at the Ontario Securities Commission who has held multiple senior financial positions in the corporate sector.
“While we believe the majority of the incumbent board is entrenched, lacks necessary expertise, and is unable to hold management to account, we also view a certain level of continuity at the board level is important,” Waterton said in its letter.
In an emailed statement, Hudbay spokesperson Scott Brubacher said the company’s board is “comprised of highly qualified, independent directors and has been continually strengthened through an ongoing board renewal process.”
Brubacher said Hudbay remains open to “constructive dialogue,” but found it “concerning” that Waterton, which is a mining private equity firm that “competes with Hudbay for mining assets” has previously attempted to “secure rights and powers not held by any other shareholder.”
Waterton requested in November for Hudbay to let one of its employees attend all the company’s board and committee meetings, and access communication between the board members and management, Hudbay said.
Brubacher said the company would set an annual meeting date and file a proxy circular with a “fulsome response” and voting recommendations “in due course.”