July 20, 2015 / 5:38 PM / 4 years ago

Fairfax postpones vote aimed at protecting Watsa's voting stake

TORONTO (Reuters) - Fairfax Financial Holdings Ltd (FFH.TO) said on Monday it has postponed a special shareholders’ meeting that had been called to vote on a change that would preserve Chairman Prem Watsa’s voting stake in the company he has built and run for more than three decades.

The Canadian financial services company’s vote, originally scheduled for July 21, has been postponed until Aug. 13.

Fairfax said in a statement that holders of a significant number of shares have not yet voted them and the delay will allow them more time to do so.

It said the postponement also will allow Fairfax management time to continue discussions with investors concerning the proposed amendment.

The move comes after two of Canada’s top pension fund managers, the Canada Pension Plan Investment Board (CPPIB) and the British Columbia Investment Management Corp (BCIMC), both disclosed that they plan to vote against the changes.

BCIMC said it cannot support the proposal as it does not treat all shareholders equally and serves to extend Fairfax’s dual class share structure indefinitely.

CPPIB said although the amendment contains a number of positive elements, it would lead to a disparity in voting power between the company’s share classes.

Although the two pension funds together control less than 1.5 percent of Fairfax’s outstanding subordinated voting shares, their views are influential within the Canadian market.

Even so, a source familiar with the matter indicated that Fairfax is confident it can garner enough support to carry the amendment.

Watsa, a famed contrarian investor often dubbed “Canada’s Warren Buffett,” has shepherded Fairfax since 1985, when the stock traded at C$5 a share. It now trades at over C$660 ($507.85) on the Toronto Stock Exchange.

Fairfax says its move, which would ensure the Watsa family maintains at least 41.8 percent voting control via the multiple voting shares it owns, is aimed at preventing a takeover and safeguarding the company’s culture. Fairfax has grown via acquisitions and prides itself on a decentralized approach that it says attracts strong partners and management teams that can run subsidiaries by themselves.

Fairfax said the move would allow it to issue shares in the future to finance growth without further diluting voting control. Watsa has pledged never to sell his voting shares, making it clear that investors should not invest in the hopes of a takeover premium. Fairfax said its plan also includes safeguards to protect against criticisms of the dual class structure.

Editing by Peter Galloway and Tom Brown

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