TORONTO (miningweekly.com) – All 12 of Canadian fertiliser producer Agrium’s nominees for the board were re-elected at the company’s annual general meeting on Tuesday afternoon, closing the door to shareholder Jana Partners to win a spot and lobby for its own agenda to be implemented.

This for now ended a bitter proxy war that raged for months, with both companies still lobbying for votes after the voting closed on Friday.

However, Jana managing partner Barry Rosenstein in the meeting said he intended to investigate the alleged vote buying and vote switching that took place after the voting deadline and to seek appropriate remedy.

He strongly criticised Agrium’s board and management, calling the proxy voting tainted.

“I congratulate you. You are a board that proved if you played dirty enough, violate all precepts of corporate governance, fair play, ethical behaviour and democracy you can still lose the campaign, but then barely manufacture a victory after the voting is supposed to be over.

“In an era of improved corporate governance, this is the worst example of power-hungry, entrenched at-any-cost behaviour I have ever witnessed,” Rosenstein said.

Jana had sought to have five nominees elected to the board. On Monday, the New York-based hedge fund said that it believed both Rosenstein and another of its nominees David Bullock had received enough votes to become members of the board.

Jana had complained shareholders were contacted after the voting deadline on Friday and were asked to switch their votes in support of Agrium’s nominees. Jana alleged Agrium's meeting rules permitted it to extend the voting deadline without public notice if doing so would help the current board win re-election. The deadline was not extended.

Jana was also critical of Agrium for paying brokers and financial advisers 25c for each vote their clients cast in favour of existing board directors, between a minimum of $100 and a maximum of $1 500 per shareholder.

Despite losing the proxy voting, Rosenstein said this was not the end of the story, and Jana would remain a vocal shareholder of Agrium, noting he was pleased to see that Jana’s proposals had in recent months indeed already been partly implemented, such as company dividends rising by 4.5 times.

Agrium chairperson Victor Zaleschuk said about 80% of the company’s top 50 actively managed institutional shareholders voted for Agrium's nominees. Excluding Jana’s shares, on average, Jana nominees received less than 25% of the votes cast.

"We thank our shareholders for their overwhelming support in this vote and throughout this extended proxy contest,” he said.

Jana, which had spent more than $1-billion to acquire a 7.5% stake in Agrium – making it Agrium’s largest shareholder and operated under the leadership of Rosenstein – had made a number of uneasy proposals for change at Agrium, of which the most important was its intention to spin-out Agrium's retail business into a separate company.

Jana in January said while Agrium had “reluctantly” moved to address certain issues first raised privately, such as boosting its capital return to shareholders and beginning to improve disclosure in its retail business, it wanted to see the board address more issues. This included an independent review to spin-out the retail business, tighter capital management, improved governance and cost cutting.

"This vote shows the overwhelming support for Agrium and its integrated strategy. We will continue to focus on maximising shareholder returns by driving continuous improvements to our base businesses, pursuing value-added growth opportunities across the crop-input value chain and returning capital to shareholders," Agrium president and CEO Mike Wilson said.

Agrium contended that a split remained Jana's main aim, and has accused it of using "Trojan horse tactics" to break up the company.