Concerned Shareholder: Vote “Withhold” at IMV Annual Shareholder Meeting
IMV Share Price
Source: Yahoo Finance (May 31, 2021)
- The Board of Directors of IMV needs immediate and meaningful change
- Complacency is squandering IMV’s potential
- MARK “WITHHOLD” ON ANDREW SHELDON AND JULIA GREGORY
HALIFAX, Nova Scotia, June 01, 2021 (GLOBE NEWSWIRE) — A concerned shareholder (the “Concerned Shareholder”), who has the support of approximately 25% of the outstanding common shares of IMV Inc. (“IMV”), announced today that he will be withholding votes for Andrew Sheldon and Julia Gregory at the upcoming annual general meeting of IMV to be held on June 18, 2021 (the “Meeting”). The Concerned Shareholder urges IMV shareholders to do the same and send a clear message to IMV that its underperformance will no longer be tolerated.
IMV’s Underperformance
The Concerned Shareholder is a strong believer in IMV and its future. His optimism is consistent with recent analyst consensus that IMV has great potential: 12-month price forecasts indicate a range of between $3 USD and $13 USD per share, with a median of $7.11 USD.
Unfortunately, IMV’s performance looks nothing like the analyst projections: the current price of approximately $2.40 USD ($2.88 CAD) sits near the 52-week low of $2.20 USD ($2.65 CAD). This is astonishing given that the share price topped $6.82 USD ($9.25 CAD) in that 52-week period. Since February 5, 2021 alone, IMV’s share price has lost nearly 50% of its value.
If a picture is worth a thousand words, this graph tells the story: https://www.globenewswire.com/NewsRoom/AttachmentNg/360b4802-1b44-46d5-9ecf-2999132e89b2
IMV’s trailing returns for the last three years as compared to the S&P/TSX Small Cap index and S&P 500 Pharma, Biotech, & Life Science Index also paints a clear picture of IMV’s poor performance relative to its peers and the sector:
| Trailing Returns | IMV Inc | S&P/TSX Small Cap index | S&P500 Pharma, Biotech, & Life Science Index |
| 3 Year | -69% | 20% | 41% |
| 2 Year | -51% | 40% | 34% |
| 1 Year | -29% | 62% | 11% |
| YTD | -29% | 16% | 6% |
IMV’s underperformance is particularly troubling given the current opportunities for vaccination technology. The Concerned Shareholder believes that IMV’s technology – offering an inexpensive and scalable manufacturing process for its vaccines capable of producing up to a staggering 800 million doses a month – should be front and centre given the pandemic.
IMV’s results are unsurprising in circumstances in which IMV’s Board has failed to tie pay to performance. While shareholders have been suffering, CEO and CFO cash compensation has been increasing steadily:
| Year | CEO Salary | CEO Cash Bonus | Total CEO Cash Comp. | CFO Salary | CFO Cash Bonus | Total CFO Cash Comp. | ||||||
| 2018 | $450,000 | $180,000 | $630,000 | $320,000 | $89,600 | $409,600 | ||||||
| 2019 | $500,000 | $175,000 | $675,000 | $360,000 | $89,400 | $449,400 | ||||||
| 2020 | $550,000 | $206,300 | $756,300 | $372,300 | $120,000 | $492,300 | ||||||
Despite the continued underperformance noted above, this trend is set to continue into 2021: IMV has committed to salaries of $605,000 and $440,000 for the CEO and CFO, respectively, in addition to their bonus (equity and non-equity) compensation.
IMV has delivered for management. It is now time for IMV to deliver for shareholders. We need change and we need it quickly. Current cash balances may be exhausted in 12 months.
The Change Needed
The Concerned Shareholder does not seek to take over the Board and is not proposing nominees. Rather, he believes that the key to unlocking shareholder value is removing two directors:
- Andrew Sheldon has been Chair of IMV since 2016 and has presided over years of non-performance. He has failed to deliver to shareholders and yet has enjoyed annual compensation of approximately $200,000. He has had his chance and now must go.
- Julia Gregory is Chair of the Compensation Committee and has allowed the fundamental disconnect to persist between management compensation and share performance. She too must go.
By voting “withhold”, shareholders can use the Majority Voting Policy to effect Board change. Under the policy, where a director does not receive a majority (50% + 1 vote) of the votes cast by shareholders with respect to his/her election, the director nominee will be considered by the Board not to have received the support of the shareholders and must resign immediately.
The removal of Andrew Sheldon and Julia Gregory – two longstanding and underperforming directors – will create vacancies that allow the Board to add new directors who can create real value. The Concerned Shareholder trusts the remaining members of the Board to select appropriate replacements and deliver much-needed change through a transparent process.
The fight for change is just beginning. The Concerned Shareholder will continue to disseminate information to IMV’s shareholders in advance of the Meeting to make it clear to shareholders that the only way to unlock shareholder value is to submit “withhold” votes for Andrew Sheldon and Julia Gregory.
Norton Rose Fulbright Canada LLP has been retained as legal counsel.
Additional Information:
The Concerned Shareholder is Dr. Michael Gross.
The information contained in this press release does not, and is not meant to, constitute a solicitation of a proxy within the meaning of applicable securities laws.
Notwithstanding the foregoing, the Concerned Shareholder is voluntarily providing the disclosure required under Section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations applicable to public broadcast solicitations.
Any solicitation made by the Concerned Shareholder will be made by them and not by or on behalf of management of IMV. All costs incurred for any such solicitation will be borne by the Concerned Shareholder. Proxies may be solicited by the Concerned Shareholder pursuant to an information circular sent to shareholders after which solicitations may be made by or on behalf of the Concerned Shareholder by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of the Concerned Shareholder, who may be specifically remunerated therefor. The Concerned Shareholder may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian securities laws, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. The Concerned Shareholder may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on its behalf, which agents would receive customary fees for such services. If Concerned Shareholder commence any solicitation of proxies, proxies may be revoked by an instrument in writing by a shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by law. None of the Concerned Shareholders nor, to their knowledge, any of their associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted upon at the Meeting. IMV’s head office is located at 130 Eileen Stubbs Avenue, Suite 19, Dartmouth, Nova Scotia B3B 2C4.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements contained in this filing that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. These statements are based on current expectations of the Concerned Shareholders and currently available information. They are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Concerned Shareholders do not assume any obligation to update any forward-looking statements contained in this press release, except as required by applicable law.
Dr. Michael Gross
Grossm@dal.ca
(902) 401-6808
A graph accompanying this announcement is available at https://www.globenewswire.com/NewsRoom/AttachmentNg/360b4802-1b44-46d5-9ecf-2999132e89b2