Exhibit 1

SHAW COMMUNICATIONS INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND AVAILABILITY OF MATERIALS

 

Date:		Thursday, January 11, 2018
Time:		11:00 a.m. (Mountain time)
Location:		Shaw Court 630 3 rd Avenue S.W. Calgary, Alberta

Shaw Communications Inc. (“Shaw”) will be holding its annual general meeting (the “Meeting”) at the above-referenced time and location.

Shaw is again using the notice and access model for delivery of materials to its shareholders for the Meeting. This model supports our environmental goals by reducing paper use and reduces the cost of printing and mailing.

Under notice and access, holders of Class A Participating Shares (“Class A Shares”) receive a proxy or voting instruction form enabling them to vote at the Meeting; however, instead of a paper copy of the management proxy circular (“Circular”), they receive this notice with information on how to access the Circular electronically. Holders of Class B Non-Voting Participating Shares (“Class B Non-Voting Shares”) will also receive this notice with information on how to access the Circular electronically.

 

Business of the Meeting:		Heading in the Circular under “Business of the Meeting” where matter is described
1.     Receive Shaw’s consolidated financial statements for the year ended August 31, 2017 and the auditors’ report on those statements		“Consolidated Financial Statements”
2.     Elect directors		“Election of Directors”
3.     Appoint auditors		“Appointment and Remuneration of Auditors”
4.     Transact such other business as may properly come before the Meeting

Voting Shares

Holders of Class A Shares of record at the close of business on November 24, 2017 are the only shareholders entitled to vote at the Meeting. Holders of Class B Non-Voting Shares are entitled to attend and speak at the Meeting, but are not entitled to vote on any matter proposed for consideration at the Meeting.

Voting

Registered Shareholders

A holder of Class A Shares who holds the shares directly in their own name and not through a nominee (such as a bank, securities broker, trustee, trust company or other institution) is a registered shareholder. Registered holders of Class A Shares are asked to return their proxies to AST Trust Company (Canada) using one of the following methods:

 

Internet:		www.astvotemyproxy.com
Telephone:		1-888-489-5760
Facsimile:		1-866-781-3111 (North America)
		416-368-2502 (outside North America)
Email:		proxyvote@astfinancial.com
Mail:		AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1

 

Notice of Meeting   Shaw Communications Inc.		1

In order to be valid and acted upon at the Meeting, completed proxies or votes must be received by AST Trust Company (Canada) by 11:00 a.m. (Mountain Time) on Tuesday, January 9, 2018 or, in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting. A person appointed as a proxyholder need not be a shareholder. See the Circular for further instructions.

Non-Registered Shareholders

A holder of Class A Shares who holds the shares through an account in the name of a nominee (such as a bank, securities broker, trustee, trust company or other institution) is a non-registered (or beneficial) shareholder. Non-registered holders of Class A Shares are asked to return their voting instruction form using the following methods at least one business day before the proxy deposit date noted in the voting instruction form.

 

Internet:		www.proxyvote.com
Telephone:		1-800-474-7493 (English) or 1-800-474-7501 (French)
Mail:		Data Processing Centre, PO Box 2800 Stn Lcd Malton, Mississauga ON L5T 2T7

Right to Attend

Registered and non-registered shareholders are entitled to attend the Meeting. Registered and non-registered shareholders will be required to register for the meeting by identifying themselves at the registration desk. All shareholders should be prepared to present valid photo identification on registration and non-registered shareholders should be prepared to present proof of share ownership.

Websites Where Meeting Materials are Posted

Electronic copies of the proxy-related materials and the 2017 Annual Report may be found and downloaded at http://www.meetingdocuments.com/astca/sjr or at Shaw’s profile at www.sedar.com .

Shareholders are reminded to review the Circular before voting.

Paper Copies of Meeting Materials

Should you wish to receive paper copies of the proxy materials for the Meeting or Shaw’s 2017 Annual Report, or if you have any questions about notice-and access, please contact AST Trust Company (Canada) at 1-888-433-6443 or fulfilment@astfinancial.com .

A request for materials will need to be received prior to December 27, 2017 in order to receive paper copies in advance of the deadline for submission of proxies or voting instruction forms for the Meeting. Materials will be sent within three business days of requests received before the date of the Meeting.

 

By Order of the Board of Directors,
(signed)		Peter A. Johnson
		Executive Vice President, Chief Legal and Regulatory Officer

Calgary, Alberta

November 27 , 2017

 

2		Shaw Communications Inc.    Notice of Meeting

SHAW COMMUNICATIONS INC.

PROXY CIRCULAR

The information contained in this proxy circular is provided in connection with the solicitation of proxies by and on behalf of management of Shaw Communications Inc. (“Shaw” or the “Company”) for use at the annual general meeting (the “Meeting”) of shareholders of the Company to be held on January 11, 2018, and any adjournments thereof, as set forth in the attached Notice of Meeting.

The Company uses the notice and access model for delivery of Meeting materials. This model supports our environmental goals by reducing use of paper and the cost of printing and mailing materials for the Meeting.

Registered and non-registered holders of Class A Participating Shares (“ Class  A Shares ”) will receive a proxy or voting instruction form and a copy of the enclosed notice that sets out how to access this proxy circular on-line. Holders of Class B Non-Voting Participating Shares (“ Class  B Non-Voting Shares ”) will also receive a copy of the enclosed notice. A paper copy of this proxy circular by mail can also be requested by contacting the Company’s transfer agent, AST Trust Company (Canada), at 1-888-433-6443 or fulfilment@astfinancial.com .

Meeting materials will be sent to registered shareholders by AST Trust Company (Canada). Meeting materials will be sent to non-registered shareholders by Broadridge Investor Communication Solutions, who acts on behalf of intermediaries to send proxy materials. The Company will pay intermediaries to send Meeting materials and voting instruction forms to objecting non-registered shareholders.

It is expected that solicitation of proxies for the Meeting will primarily be by mail, but may also be made by telephone or other means of telecommunication by directors, officers or employees of the Company. The cost of the solicitation will be borne by the Company.

Unless otherwise noted, the information contained in this proxy circular is given as of November 27, 2017. All amounts are expressed in Canadian dollars.

 

Proxy Circular    Shaw Communications Inc.		3

BUSINESS OF THE MEETING

 

1.	Consolidated Financial Statements

The Company’s audited consolidated financial statements for the year ended August 31, 2017 and the related management’s discussion and analysis are included in the Company’s 2017 Annual Report which was mailed to those shareholders who have requested a copy. Electronic copies of the 2017 Annual Report may be found and downloaded at http://www.meetingdocuments.com/astca/sjr or at the Company’s profile on www.sedar.com or the Company’s website at www.shaw.ca . A paper copy by mail can also be requested by contacting AST Trust Company (Canada) at 1-888-433-6443 or fulfilment@astfinancial.com .

Other information concerning the Company, including the Company’s Business Conduct Standards and 2017 Annual Information Form may be found and downloaded at the Company’s profile on www.sedar.com or the Company’s website at www.shaw.ca or on request without charge from the Corporate Secretary of the Company, Suite 900, 630 – 3rd Avenue S.W., Calgary, Alberta, Canada, T2P 4L4, Telephone (403) 750-4500. Copies of any documents referred to in the proxy circular as being available on the Company’s website may also be obtained from the Corporate Secretary of the Company.

 

2.	Election of Directors

The number of directors to be elected to the Board of Directors (the “ Board ”) of the Company is 16. Directors will hold office until the next annual meeting of shareholders of the Company or until their successors are elected or appointed.

The name of each nominee and his or her municipality of residence, age, year first elected or appointed a director, biography, meeting attendance record, ownership of securities of the Company, as applicable, and other information are set out below.

Management of the Company recommends voting in favour of each nominee listed below.

Under the Company’s majority voting policy, in an uncontested election, a director who does not receive the support of a majority of the votes cast will tender his or her resignation. The Board may refer the matter to the Corporate Governance and Nominating Committee for consideration and recommendation to the Board. The Board will promptly accept the resignation unless there are exceptional circumstances that justify a delay in accepting the resignation or rejection of it. The Board will make a decision within 90 days after the relevant meeting and issue a press release announcing the resignation or explaining why it has not been accepted.

 

PETER J. BISSONNETTE (7) Calgary, AB, Canada Age: 70 Director Since: 2009 Non-Independent

Peter Bissonnette served as President of the Company from 2001 until his retirement on August 31, 2015. Mr. Bissonnette has over 50 years of experience in the communications sector. He joined the Company in 1989 as Vice President, Operations for the B.C. Lower Mainland and Vancouver Island and held a succession of senior positions during his 25 years with the Company. Mr. Bissonnette has served as a director of Corus Entertainment Inc. since April 2016. He is also a director of Gravity Renewables, Inc., a private company, which is a developer of small hydroelectric power plants in the United States. Mr. Bissonnette has previously served as a director of Cable Television Laboratories, Inc. (CableLabs), a not-for-profit research development consortium dedicated to pursuing new cable telecommunications technologies. Mr. Bissonnette is a graduate in Business Administration from Vancouver Community College, holds an Executive Management Certificate from the University of British Columbia, and is a graduate of the Executive Management Program at Queens University. In 2013, Mr. Bissonnette was appointed Honorary Captain of the Royal Canadian Navy. As a recent senior officer of the Company, Mr. Bissonnette is not considered to be an independent director.

2017 AGM Vote results votes for votes withheld

19,951,538 200

Fiscal 2017 Meeting Attendance (10) Board of Directors

8 of 9 (89%)

Skills: ·       Senior Executive Leadership   ·       Strategic Planning Leadership   ·       Operations Experience in Internet, Video and/or Voice   ·       Technology

Securities Owned / Controlled (1)

Year

Class A Shares

Class B Non-Voting Shares

Options (2)

DSU (3)

Equity Value (12)(13)

2017

40,000

374,909

Nil

Nil

$11,809,525

2016

40,000

374,909

Nil

Nil

 

4		Shaw Communications Inc.    Proxy Circular

ADRIAN I. BURNS, LLD Ottawa, ON, Canada Age: 71 Director Since: 2001 Independent

Adrian Burns is a member of the Company’s Corporate Governance and Nominating Committee and its Executive Committee. She served as a commissioner of the Canadian Radio-television and Telecommunications Commission (“CRTC”) from 1988 to 1995. Prior to joining the CRTC, Ms. Burns was a member of the Copyright Board of Canada and also held many positions with CFCN-TV in Calgary, including as business editor, anchor, writer and producer. Ms. Burns is currently President and Chief Executive Officer of Western Limited, a private Saskatchewan real estate company, Chair of the Board of Trustees of the National Arts Centre and a board member of several business and community organizations, including Carthy Foundation and the RCMP Heritage Centre. Ms. Burns holds a degree in Art History from the University of British Columbia. In 2017 Ms. Burns was granted an honourary doctorate from Carleton University, Ottawa and in October 2012 she was appointed Honorary Captain of the Royal Canadian Navy.

2017 AGM Vote Results votes for votes withheld

19,951,738 –

Fiscal 2017 Meeting Attendance Board of Directors Corporate Governance & Nominating Committee

9 of 9 (100%)   4 of 4 (100%)

Skills: ·      Strategic Planning Leadership   ·      Corporate Governance   ·      Human Resources and Executive Compensation   ·      Government and Regulatory

Securities Owned / Controlled (1)

Year

Class A Shares

Class B Non-Voting Shares

Options (2)

DSU (3)

Equity Value (12)(13)

2017

2,600

6,000

Nil

58,661

$1,907,880

2016

2,600

6,000

50,000

50,505

DR. RICHARD R. GREEN (8)(11) Boulder, CO, USA Age: 80 Director Since: 2010 Independent

Dr. Richard Green is a member of the Company’s Audit Committee. From 1988 to 2008 he was President and CEO of Cable Television Laboratories, Inc. where he oversaw the development of DOCSIS technology, the establishment of common specifications for digital voice and the deployment of interactive television, among other technologies for the cable industry. He was also Senior Vice President at PBS and director of CBS’s Advanced Television Technology Laboratory. Dr. Green is a director and member of the nominating and corporate governance committee of Liberty Global, Inc. (NASDAQ), the largest international cable company with operations in 14 countries, director and member of the audit, compensation and nominating and governance committees of Liberty Broadband Corporation (NASDAQ) and is a Director of Jones/NCTI, a workforce performance solutions company for individuals and broadband companies. He is a member of the Federal Communications Commission’s Technical Advisory Council, a fellow of the Society of Motion Picture and Television Engineers and a professor of Engineering at the University of Denver. Dr. Green holds a Bachelor of Science from the Colorado College, a Masters in physics from the State University of New York in Albany and a PhD from the University of Washington. Dr. Green’s honours include the Charles F. Jenkins Lifetime Achievement Emmy Award in 2012 and Cable Hall of Fame.

2017 AGM Vote Results votes for votes withheld

19,951,538 200

Fiscal 2017 Meeting Attendance Board of Directors Audit Committee

9 of 9 (100%) 4 of 4 (100%)

Skills: ·      Senior Executive Leadership   ·      Strategic Planning Leadership   ·      Corporate Governance   ·      Technology

Securities Owned / Controlled (1)

Year

Class A Shares

Class B Non-Voting Shares

Options (2)

DSU (3)

Equity Value (12)(13)

2017

Nil

Nil

30,000

62,110

$1,757,713

2016

Nil

Nil

70,000

52,758

 

Proxy Circular    Shaw Communications Inc.		5

DR. LYNDA HAVERSTOCK, C.M., S.O.M. Saskatoon, SK, Canada Age: 69 Director Since: 2007 Independent

Lynda Haverstock is a member of the Company’s Human Resources and Compensation Committee. She has served as advisor to three Presidents of the Saskatchewan Indian Institute of Technologies and was a Trustee of the Government House Foundation and the Mendel Art Gallery / Remai Modern Art Gallery. Dr. Haverstock was Saskatchewan’s 19 th Lieutenant Governor from 2000 to 2006. She was leader of the Liberal Party from 1989 to 1995 and sat in the legislature as both a Liberal and independent member until 1999. Most recently, she was the Senior Vice President, Special Projects of RMD Engineering, a Saskatchewan-owned, design, fabrication, installation and maintenance engineering company from 2012 to 2014. Previously, she was the President and Chief Executive Officer of Tourism Saskatchewan for five years. Dr. Haverstock holds undergraduate and graduate degrees in the education of exceptional children and a Ph.D. in clinical psychology. She is a member of the Order of Canada and the Saskatchewan Order of Merit and is a recipient of the Distinguished Canadian Award. She has received honourary doctorate degrees from the University of Regina, Royal Roads University and Queen’s University. Dr. Haverstock was a proud Honorary Colonel of the 2 Canadian Forces Flying Training School.

2017 AGM Vote Results votes for votes withheld

19,948,453 3,285

Fiscal 2017 Meeting Attendance Board of Directors Human Resources & Compensation Committee

9 of 9 (100%) 6 of 6 (100%)

Skills: ·       Strategic Planning Leadership   ·       Corporate Governance   ·       Human Resources and Executive Compensation   ·       Government and Regulatory

Securities Owned / Controlled (1)

Year

Class A Shares

Class B Non-Voting Shares

Options (2)

DSU (3)

Equity Value (12)(13)

2017

Nil

Nil

Nil

42,830

$1,212,089

2016

Nil

Nil

20,000

35,914

GREGG KEATING Porters Lake, N.S., Canada Age: 54 Director Since: 2007 Independent

Gregg Keating is a member of the Company’s Human Resources and Compensation Committee. Mr. Keating is the Chairman and Chief Executive Officer of Altimax Venture Capital, the privately-held parent company of the Keating Group. Headquartered in Nova Scotia, the Keating Group comprises a diverse portfolio of business interests, including Altimax Network Service Ltd., a satellite direct sales, installation and service business; Altimax Courier, a national transportation courier service; and Landmark Developments, a diverse real estate company. Mr. Keating has over 30 years experience in the cable and satellite sectors, including as Vice President, Operations and later President and Chief Executive Officer of Access Communications, a privately held family business having approximately 85,000 subscribers at the time of its sale to the Company in 1999, and as former director of cable and communications industry associations, including Canadian Cable Television Association, Canadian Cable Small Systems Alliance and Cable Public Affairs Channel (CPAC). Mr. Keating has also been active in numerous not-for-profit organizations and community fund raising efforts. Mr. Keating holds a Bachelor of Arts (honours) from Saint Francis Xavier University.

2017 AGM Vote Results votes for votes withheld

19,948,453 3,285

Fiscal 2017 Meeting Attendance Board of Directors Human Resources & Compensation Committee

9 of 9 (100%) 6 of 6 (100%)

Skills: ·       Strategic Planning Leadership   ·       Finance and Accounting   ·       Operations Experience in Internet, Video and/or Voice   ·       Technology

Securities Owned / Controlled (1)

Year

Class A Shares

Class B Non-Voting Shares

Options (2)

DSU (3)

Equity Value (12)(13)

2017

2,500

70,182

Nil

62,252

$3,822,857

2016

2,500

70,182

70,000

52,578

 

6		Shaw Communications Inc.    Proxy Circular

MICHAEL W. O’BRIEN (11) Canmore, AB, Canada Age: 72 Director Since: 2003 Independent						Michael O’Brien is the Chair of the Company’s Audit Committee and a member of its Executive Committee. He served as the Company’s Lead Director from 2009 to January 2015. Mr. O’Brien held a number of senior executive management positions during his 27 year tenure with integrated energy company, Suncor Energy Inc. (TSX, NYSE), including various positions with responsibility for planning, business development, refining and marketing, finance, and mining and extraction, retiring as Executive Vice President, Corporate Development and Chief Financial Officer in 2002. Mr. O’Brien has served as a member of the Board of Directors of Suncor since 2002 and is a member of both the audit and the governance committees. Mr. O’Brien holds a Bachelor of Arts from the University of Toronto and an MBA from York University.
2017 AGM Vote Results votes for votes withheld				19,951,538 200
Fiscal 2017 Meeting Attendance Board of Directors Audit Committee – Chair				9 of 9 (100%) 4 of 4 (100%)
Skills: ·       Senior Executive Leadership   ·       Strategic Planning Leadership   ·       Finance and Accounting   ·       Corporate Governance
Securities Owned / Controlled (1)
Year		Class A Shares		Class B Non-Voting Shares				Options (2)		DSU (3)		Equity Value (12)(13)
2017		10,000		24,250				Nil		63,379		$2,779,801
2016		10,000		21,250				50,000		54,853
PAUL K. PEW Toronto, ON, Canada Age: 53 Director Since: 2008 Lead Director Since 2015 Independent						Paul Pew is the Chair of the Company’s Corporate Governance and Nominating Committee and is a member of the Executive Committee. He was appointed as the Company’s Lead Director on January 14, 2015. Mr. Pew is the Co-Founder and Co-Chief Executive Officer of G3 Capital Corp., a Toronto based alternative asset manager that focuses on public capital markets and, to a lesser extent, private investment opportunities. Mr. Pew was with GMP Securities Ltd., a leading Canadian independent investment dealer, from 1997 to 2007. He joined GMP as Partner and Senior Financial Analyst to establish GMP’s presence in the telecom, cable and media sectors. Throughout Mr. Pew’s years in GMP’s research department he was a top-rated analyst for the sectors he covered. In 2001, Mr. Pew became Head of Research while maintaining his sector coverage responsibilities. At that time he also joined the firm’s Executive Committee and Compensation Committee. In 2004, Mr. Pew became GMP’s Head of Investment Banking for the telecom, cable and media sectors. From 1993 to 1997, Mr. Pew was a Partner and Senior Financial Analyst with DFI Securities which was acquired by Deutsche Morgan Grenfell in 1995. Mr. Pew is a Chartered Accountant and a Chartered Financial Analyst. He received a Bachelor of Arts, majoring in Business Administration, from The University of Western Ontario.
2017 AGM Vote Results votes for votes withheld				19,951,738 –
Fiscal 2017 Meeting Attendance Board of Directors Corporate Governance & Nominating Committee – Chair				9 of 9 (100%)   4 of 4 (100%)
Skills: ·       Senior Executive Leadership   ·       Strategic Planning Leadership   ·       Finance and Accounting   ·       Risk Evaluation and Management
Securities Owned / Controlled (1)
Year		Class A Shares		Class B Non-Voting Shares				Options (2)		DSU (3)		Equity Value (12)(13)
2017		300		124,747				Nil		95,258		$6,235,139
2016		300		52,440				70,000		81,164

 

Proxy Circular    Shaw Communications Inc.		7

JEFFREY C. ROYER (11) Toronto, ON, Canada Age: 62 Director Since: 1995 Independent						Jeffrey Royer is a member of the Company’s Audit Committee. Mr. Royer is a private investor with interests in telecommunications, broadcasting, medical device manufacturing, hospitality, professional sports and real estate. Mr. Royer serves as Chairman of Baylin Technologies Inc. (TSX), a global provider of innovative antenna solutions for the mobile, broadband and wireless infrastructure markets, and (BY) Medimor Ltd. and is a director of Emmit Labs Inc. and Massuah Hotels, Jerusalem, Israel. Mr. Royer has served as director of more than thirty private companies and not-for-profit organizations. Mr. Royer is a General Partner of the Arizona Diamondbacks Baseball Club. Mr. Royer received his Bachelor of Arts in Economics from Lawrence University in Wisconsin.
2017 AGM Vote Results votes for votes withheld				19,951,738 –
Fiscal 2017 Meeting Attendance Board of Directors Audit Committee				8 of 9 (89%) 4 of 4 (100%)
Skills: ·       Strategic Planning Leadership   ·       Finance and Accounting   ·       Corporate Governance   ·        Technology
Securities Owned / Controlled (1)
Year		Class A Shares (4)		Class B Non-Voting Shares (4)				Options (2)		DSU (3)		Equity Value (12)(13)
2017		100,000		15,144,274				Nil		89,204		$3,463,156
2016		100,000		15,144,274				50,000		78,578

 

BRADLEY S. SHAW (6)(7) Calgary, AB, Canada Age: 53 Director Since: 1999 Non-Independent						Bradley S. Shaw has been Chief Executive Officer of the Company since November 2010 and is a member of the Company’s Executive Committee. Since 2010, Mr. Shaw has led the transformation of the Company from a Western-based cable company to a leading Canadian enhanced connectivity provider. Mr. Shaw joined the Company in 1987 as a customer service representative in the call centre where he learned the importance of listening to customers, responding to their needs and delivering an exceptional customer experience. This philosophy of customer service has guided him throughout his career as he assumed senior management and executive responsibilities. Mr. Shaw was instrumental in building Shaw Direct into one of North America’s leading direct-to-home satellite television providers and he played a key role in the launch of the Company’s digital home phone service in 2005. In 2016, Mr. Shaw spearheaded the following two transformational transactions: the acquisition of Freedom Mobile (formerly, WIND Mobile) and divestiture of Shaw Media to reposition the Company as an enhanced connectivity provider. Mr. Shaw is a director of Cablelabs and several private companies, including Gravity Renewables, Inc., a developer of small hydroelectric power plants in the United States. Mr. Shaw is a director of Shaw Family Foundation and managing director of The HOP Foundation, both non-profit organizations. Active in his community, Mr. Shaw sits on the Patrons’ Council of the Alberta Children’s Hospital Foundation and was instrumental in the success of Calgary’s Shaw Charity Classic, a pre-eminent stop on the PGA Tour’s Champions Tour. Bradley S. Shaw is not considered to be an independent director because he is a senior officer of the Company and is deemed to be related to its controlling shareholder (as described under the heading “Voting Procedures – Voting Shares and Principal Holders Thereof”).
2017 AGM Vote Results votes for votes withheld				19,951,738 –
Fiscal 2017 Meeting Attendance Board of Directors				9 of 9 (100%)
Skills: ·       Senior Executive Leadership   ·       Strategic Planning Leadership   ·       Operations Experience in Internet, Video and/or Voice   ·       Technology
Securities Owned / Controlled (1)
Year		Class A Shares (6)		Class B Non-Voting Shares				Options (2)		DSU (3)		Equity Value (12)(13)(14)
2017		46,400		8,826,968				470,000		7,235		$251,399,481
2016		46,400		8,818,793				870,000		6,668

 

8		Shaw Communications Inc.    Proxy Circular

JIM SHAW (6)(7) Calgary, AB, Canada Age: 60 Director Since: 2002 Non-Independent

Jim Shaw is the Vice Chair of the Board of Directors. Mr. Shaw joined the Company in 1982 as a cable installer and has since that time assumed progressively senior positions. He was appointed Vice President, Cable Operations in 1987, President in 1995 and Chief Executive Officer in 1998. As Chief Executive Officer, Mr. Shaw led the Company’s substantial growth through many significant acquisitions and by organic expansion, including Internet and digital phone. Mr. Shaw is a director of several private companies, including Gravity Renewables, Inc., a developer of small hydroelectric power plants in the United States. Mr. Shaw is the managing director of The SJ Foundation, a non-profit organization. Jim Shaw is not considered to be an independent director because he is a senior officer of the Company and is related to its controlling shareholder (as described under the heading “Voting Procedures – Voting Shares and Principal Holders Thereof”).

2017 AGM Vote Results votes for votes withheld

19,951,738 –

Fiscal 2017 Meeting Attendance (10) Board of Directors – Vice Chair

9 of 9 (100%)

Skills: ·       Senior Executive Leadership   ·       Strategic Planning Leadership   ·       Finance and Accounting   ·       Operations Experience in Internet, Video and/or Voice

Securities Owned / Controlled (1)

Year

Class A Shares (6)

Class B Non-Voting Shares

Options (2)

DSU (3)

Equity Value (12)(13)

2017

32,000

8,822,307

Nil

Nil

$250,630,968

2016

32,000

8,988,365

Nil

Nil

 

JR SHAW, O.C., A.O.E. (6)(7)(9) Calgary, AB, Canada Age: 83 Director Since: 1966 Non-Independent

JR Shaw is Executive Chair of the Board of Directors and Chair of the Executive Committee. JR Shaw founded the Company in 1966 and has overseen its growth from the first cable customer in 1971 to its approximate $14 billion market capitalization and status as one of Canada’s most successful companies with Internet, digital phone, video and satellite lines of business. As a respected leader and innovator, Mr. Shaw has also played a major role in the shaping of the Canadian broadcast industry. Mr. Shaw is a director of several private companies, including Gravity Renewables, Inc., a developer of small hydroelectric power plants in the United States. Mr. Shaw is a director and the President of Shaw Family Foundation, a non-profit organization, also sitting on its Investment Committee. Mr. Shaw holds a Bachelor of Arts in Business Administration from Michigan State University. He has received several honourary degrees, including from the University of Alberta, University of Calgary and Graceland University in Lamoni, Iowa. Mr. Shaw is an Officer of the Order of Canada and was awarded the Alberta Order of Excellence. In 2010, Mr. Shaw was inducted into the Cable Hall of Fame. JR Shaw is not considered to be an independent director because he is a senior officer of the Company and its controlling shareholder (as described under the heading “Voting Procedures – Voting Shares and Principal Holders Thereof”).

2017 AGM Vote Results votes for votes withheld

19,951,538 200

Fiscal 2017 Meeting Attendance Board of Directors – Executive Chair

9 of 9 (100%)

Skills: ·       Senior Executive Leadership   ·       Strategic Planning Leadership   ·       Corporate Governance   ·       Operations Experience in Internet, Video and/or Voice

Securities Owned / Controlled (1)

Year

Class A Shares (6)

Class B Non-Voting Shares

Options (2)

DSU (3)

Equity Value (12)(13)

2017

17,693,400

3,461,392 (15)

300,000 (15)

Nil

$599,833,771

2016

17,639,400

2,510,294

Nil

Nil

 

Proxy Circular    Shaw Communications Inc.		9

MIKE SIEVERT Seattle, WA, USA Age: 48 Nominee Director Independent

Mike Sievert is the Chief Operating Officer of T-Mobile. Prior to that, Mr. Sievert served as Executive Vice President and Chief Marketing Officer from April 2013 to February 2015 and from November 2012 to April 2013, Mr. Sievert was Executive Vice President and Chief Marketing Officer of T-Mobile USA. Before joining T-Mobile USA, Mr. Sievert was an entrepreneur and investor involved with several Seattle-area start-up companies. From April 2009 to June 2011, he was Chief Commercial Officer at Clearwire Corporation, a broadband and communications provider, responsible for all customer-facing operations. From February 2008 to January 2009, Mr. Sievert was co-founder and Chief Executive Officer of Switchbox Labs, Inc., a consumer technologies developer, leading up to its sale to Lenovo. He also served from January 2005 to February 2008 as Corporate Vice President of the worldwide Windows group at Microsoft Corporation, responsible for global product management and P&L performance for that unit. Prior to Microsoft, he served as Executive Vice President and Chief Marketing Officer at AT&T Wireless for three years. He also served as Chief Sales and Marketing Officer at E*TRADE Financial and began his career with management positions at Procter & Gamble and IBM. Mr. Sievert received a Bachelor’s degree in Economics from the Wharton School at the University of Pennsylvania.

2017 AGM Vote Results votes for votes withheld

N/A N/A

Fiscal 2017 Meeting Attendance Board of Directors

N/A

Skills: ·       Senior Executive Leadership   ·       Strategic Planning Leadership   ·       Wireless Operations Experience   ·       Technology

Securities Owned / Controlled (1)

Year

Class A Shares

Class B Non-Voting Shares

Options (2)

DSU (3)

Equity Value (12)(13)

2017

Nil

Nil

Nil

Nil

Nil

2016

N/A

N/A

N/A

N/A

 

JC SPARKMAN (8) Lakewood, CO, USA Age: 85 Director Since: 1994 Independent						JC Sparkman is a member of the Company’s Human Resources and Compensation Committee and Executive Committee. Mr. Sparkman is a director of Liberty Global, Inc. (NASDAQ) and serves as chair of its compensation committee and is a member of its nominating and corporate governance and succession planning committees. Mr. Sparkman is a director of Universal Electronics Inc. (NASDAQ) and serves as chair of its compensation committee and as a member of its corporate governance and nominating committee. Mr. Sparkman has over thirty years of experience in the cable television industry. He was Executive Vice President and Chief Operating Officer of Telecommunications Inc. (also known as TCI) for eight years until his retirement in 1995. During his over twenty six years with TCI, he held various management positions overseeing TCI’s cable operations as that company grew into the largest multiple cable system operator in the U.S. at the time of his retirement. In September 1999, he co-founded Broadband Services, Inc., a provider of asset management, logistics, installation and repair services for telecommunications service providers and equipment manufacturers domestically and internationally and he served as chair of its board and co-chief executive officer until December 2003. In 2015, Mr. Sparkman was inducted into the Cable Hall of Fame.
2017 AGM Vote Results votes for votes withheld				19,948,453 3,285
Fiscal 2017 Meeting Attendance Board of Directors Human Resources & Compensation Committee				7 of 9 (78%)   4 of 6 (67%)
Skills: ·       Senior Executive Leadership   ·       Strategic Planning Leadership   ·       Operations Experience in Internet, Video and/or Voice   ·       Human Resources and Executive Compensation
Securities Owned / Controlled (1)
Year		Class A Shares		Class B Non-Voting Shares				Options (2)		DSU (3)		Equity Value (12)(13)
2017		10,000		56,400				Nil		54,672		$3,443,238
2016		10,000		56,400				50,000		46,833

 

10		Shaw Communications Inc.    Proxy Circular

CARL E. VOGEL (8) Cherry Hills Village, CO, USA Age: 60 Director Since: 2006 Independent

Carl Vogel is a member of the Corporate Governance and Nominating Committee. He is a private investor and an industry advisor focused on media and communications for Kohlberg Kravis Roberts & Co. L.P., an alternative asset management firm. He is also a senior advisor of DISH Network Corporation. From February 2008 until March 2009 Mr. Vogel served as Vice Chairman of DISH Network Corporation (formerly Echostar Communications Corporation, a satellite-delivered digital television services provider) and Echostar Corp. (a developer of set-top boxes and other electronic technology). Mr. Vogel was the President of EchoStar Communications Corporation from September 2006 and Vice Chairman from June 2005 until February 2008. Prior to that, Mr. Vogel was President, Chief Executive Officer and a director of Charter Communications, a broadband service provider in the U.S. He is a director of AMC Networks Inc. (audit committee chair and compensation committee member), DISH Network Corporation, Sirius/XM Corporation (compensation committee chair) and Universal Electronics Inc. (audit committee member) (each NASDAQ listed). Mr. Vogel is a director of several private companies. Mr. Vogel holds a Bachelor of Science Degree in Finance and Accounting from St. Norbert College in Wisconsin and was formerly an active Certified Public Accountant.

2017 AGM Vote Results votes for votes withheld

19,951,588 150

Fiscal 2017 Meeting Attendance Board of Directors Corporate Governance & Nominating Committee

8 of 9 (89%) (16)   4 of 4 (100%)

Skills: ·      Senior Executive Leadership   ·      Strategic Planning Leadership   ·      Finance and Accounting   ·      Operations Experience in Internet, Video and/or Voice

Securities Owned / Controlled (1)

Year

Class A Shares

Class B Non-Voting Shares (5)

Options (2)

DSU (3)

Equity Value (12)(13)

2017

Nil

70,000

Nil

32,593

$922,382

2016

Nil

70,000

50,000

25,386

 

SHEILA C. WEATHERILL, C.M. Edmonton, AB, Canada Age: 72 Director Since: 2009 Independent

Sheila Weatherill is a member of the Corporate Governance and Nominating Committee. Ms. Weatherill is former President and Chief Executive Officer of the Capital Health Authority, the Edmonton region health administrative authority. Ms. Weatherill is the Vice Chair of Epcor Utilities Inc. and Chair of Epcor’s Corporate Governance and Nominating Committee. She was also a director of Canada Health Infoway, Inc. until July 2017. Ms. Weatherill holds a nursing degree from the University of Alberta. Ms. Weatherill’s honours include receiving an Honourary Doctor of Laws degree from the University of Lethbridge, Honourary Bachelor of Arts degree from MacEwan University, Alberta Centennial Medal and appointment as a Member of the Order of Canada. Ms. Weatherill is also a Distinguished Executive in residence in the School of Business, University of Alberta and is a member of several philanthropic and community organizations. Ms. Weatherill was formerly a member of the Prime Minister’s Advisory Committee on the Public Service and formerly the Independent Investigator of the 2008 Listeriosis Outbreak.

2017 AGM Vote Results votes for votes withheld

19,951,538 200

Fiscal 2017 Meeting Attendance Board of Directors Corporate Governance & Nominating Committee

9 of 9 (100%)   4 of 4 (100%)

Skills: ·      Senior Executive Leadership   ·      Strategic Planning Leadership   ·      Human Resources and Executive Compensation   ·      Government and Regulatory

Securities Owned / Controlled (1)

Year

Class A Shares

Class B Non-Voting Shares

Options (2)

DSU (3)

Equity Value (12)(13)

2017

Nil

Nil

70,000

54,060

$1,529,898

2016

Nil

Nil

70,000

44,782

 

Proxy Circular    Shaw Communications Inc.		11

WILLARD H. YUILL Medicine Hat, AB, Canada Age: 79 Director Since: 1999 Independent						Willard Yuill is the Chair of the Human Resource and Compensation Committee. He has been the Chair and Chief Executive Officer of The Monarch Corporation, a private equity company since 1972 and CSH International, Inc., a United States private equity company. Prior to its sale in 2000, Monarch Broadcasting Ltd. owned and operated 15 radio licenses and six television licences for regions in Alberta and British Columbia. In 2004, the Company completed the acquisition from Monarch Cablesystems of certain cable systems comprising 35,000 cable television and Internet customers in Alberta and British Columbia. Mr. Yuill is currently a director of the Western Investment Company of Canada Limited, a public company on the TSXV. He is a Trustee of St. Andrew’s College Foundation and a Governor of the Western Hockey League. He is a former director of Western Financial Group, the Alberta Economic Development Authority and the Medicine Hat Exhibition and Stampede Ltd. and he is past Chair of the Alberta chapter of the World Presidents Organization. Mr. Yuill received an Honorary Doctor of Laws from the University of Lethbridge. In October 2016, Mr. Yuill was awarded the Alberta Order of Excellence. In 2017, Mr. Yuill received an honorary Applied Degree from Medicine Hat College and was inducted into the Calgary Business Hall of Fame.
2017 AGM Vote Results votes for votes withheld				19,948,453 3,285
Fiscal 2017 Meeting Attendance Board of Directors Human Resources & Compensation Committee – Chair				9 of 9 (100%)   6 of 6 (100%)
Skills: ·       Operations Experience in Internet, Video and/or Voice   ·       Human Resources and Executive Compensation   ·       Risk Evaluation and Management   ·       Government and Regulatory
Securities Owned / Controlled (1)
Year		Class A Shares		Class B Non-Voting Shares				Options (2)		DSU (3)		Equity Value (12)(13)
2017		10,800		4,586,722				Nil		33,656		$131,080,589
2016		10,800		5,136,033				50,000		27,458

Notes:

(1)	The information as to the securities beneficially owned, or over which control or direction is exercised, or as noted in Notes 5, 6 and 15, has been furnished by the nominees as of November 18, 2016 and November 27, 2017.

(2)	For further details of stock options granted to directors, see the information under the heading “Statement of Compensation – Compensation of Directors”.

(3)	“ DSU ” means deferred share unit. The DDSU Plan was adopted effective January 1, 2004. See the information under the heading “Statement of Compensation – Compensation of Directors – DDSU Plan”.

(4)

Jeffrey C. Royer beneficially owns 33,169 Class B Non-Voting Shares. Associates of Mr. Royer own 100,000 Class A Shares and 15,111,105 Class B Non-Voting Shares. Mr. Royer does not beneficially own, directly or indirectly, or exercise control or direction over, such shares. This information is included solely to provide more fulsome disclosure to shareholders. The equity value of Mr. Royer’s holdings excludes the 100,000 Class A Shares and 15,111,105 Class B Non-Voting Shares owned by his associates.

(5)

The Vogel Family 2012 Irrevocable Family Trust, an associate of Mr. Vogel, holds the indicated 70,000 Class B Non-Voting Shares. Mr. Vogel does not beneficially own, directly or indirectly, or exercise control or direction over, such shares. This information is included solely to provide more fulsome disclosure to shareholders. The equity value of Mr. Vogel’s holdings excludes the 70,000 Class B Non-Voting Shares held by The Vogel Family 2012 Irrevocable Family Trust (an associate of Mr. Vogel).

(6)

JR Shaw is the father of Jim Shaw and Bradley S. Shaw. Shaw Family Living Trust (“SFLT”) and its subsidiaries hold 17,562,400 Class A Shares (representing approximately 78% of the outstanding Class A Shares). The sole trustee of SFLT is a private company owned by JR Shaw and having a board comprised of seven directors, including as at November 27, 2017, JR Shaw as Chair, Jim Shaw, Bradley S. Shaw, three other members of JR Shaw’s family, and one independent director. SFLT and its subsidiaries hold these shares for the benefit of descendants of JR and Carol Shaw. JR Shaw controls these shares and 77,000 additional Class A Shares. See “Voting Procedures – Voting Shares and Principal Holders Thereof”.

(7)	Each of JR Shaw, Jim Shaw, Bradley S. Shaw and Peter J. Bissonnette have elected not to receive director fees.

(8)	Each of Richard R. Green and JC Sparkman is a member of the board of directors of Liberty Global, Inc. Each of JC Sparkman and Carl E. Vogel is a member of the board of directors of Universal Electronics Inc.

(9)	JR Shaw was a director of Darian Resources Ltd. (“ Darian ”) prior to its filing for creditor protection under the Companies’ Creditors Arrangement Act (the “ CCAA ”) on February 12, 2010. Darian successfully completed its restructuring proceedings under the CCAA on July 2, 2010.

(10)	Jim Shaw and Peter J. Bissonnette did not serve on a committee of the Board during fiscal 2017.

(11)

Each member of the Audit Committee is independent and financially literate as defined in National Instrument 52-110 – Audit Committees and each of Michael W. O’Brien and Jeffrey C. Royer qualifies as a “financial expert” under the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley Act ”) and other applicable regulatory requirements.

(12)

Equity value is calculated using $29.99 per Class A Share and $28.30 per Class B Non-Voting Share, being the closing prices on November 27, 2017. Equity value includes Class A Shares, Class B Non-Voting Shares, and DSUs (but excludes options). The equity value for each of JR Shaw, Jeffrey C. Royer and Carl E. Vogel is calculated based on the shares beneficially owned by him (see, respectively, notes 5, 6 and 15).

 

12		Shaw Communications Inc.    Proxy Circular

(13)	Each of the nominee directors meet the share ownership guidelines (see “Compensation of Directors – Share Ownership Guidelines”), with the exception of Mike Sievert who has just been nominated to stand for election to the Board at the January 11, 2018 annual general meeting.

(14)	The equity value of Bradley S. Shaw’s holdings is comprised of $1,391,536 for Class A Shares, $249,671,288 for Class B Non-Voting Shares and $204,751 for DSU.

(15)

JR Shaw beneficially owns 2,502,762 Class B Non-Voting Shares. In fiscal 2017, JR Shaw joined the Investment Committee of Shaw Family Foundation. Shaw Family Foundation beneficially owns 958,630 Class B Non-Voting Shares and 300,000 options. Although JR Shaw does not beneficially own the 958,630 Class B Non-Voting Shares and 300,000 options held by Shaw Family Foundation, he exercises control or direction over them by serving on the Investment Committee. This information is included solely to provide more fulsome disclosure to shareholders. The equity value of JR Shaw’s holdings excludes the 958,630 Class B Non-Voting Shares owned by Shaw Family Foundation.

(16)	Mr. Vogel recused himself from one of the meetings on account of a possible conflict with a transaction.

 

3.	Appointment of Auditors

Ernst & Young LLP, Chartered Accountants has been nominated to serve as auditors of the Company to hold office until the next annual general meeting of shareholders of the Company. Upon recommendation of the Audit Committee, the Board and management recommends to shareholders the re-appointment of Ernst  & Young LLP as the Company’s auditors.

Audit Fees

The aggregate amounts paid or accrued by the Company with respect to fees payable to Ernst & Young LLP for audit (including separate audits of wholly-owned and non-wholly owned entities, financings, regulatory reporting requirements and Sarbanes-Oxley Act related services), audit-related, tax and other services in the fiscal years ended August 31, 2017 and 2016 were as follows:

 

Type of Service		Fiscal 2017				Fiscal 2016
Audit Fees		$	3,569,000			$	4,424,000
Audit-related Fees		$	416,000			$	519,000
Tax Fees		$	651,000			$	1,326,000
Total		$	4,636,000			$	6,269,000

Audit-related fees for fiscal 2017 relate to service organization control reports for the Company’s data centres that were disposed of during the year, assurance services in respect of an environmental and regulatory report, and financing arrangements and for fiscal 2016 relate to service organization control reports for the Company’s data centres, assurance services in respect of an environmental report, and financing arrangements. The tax fees for fiscal 2017 relate to tax advisory services on dispositions, financing arrangements, linear property tax compliance, and general tax advisory services and for fiscal 2016 relate to tax advisory services on acquisitions, dispositions, financing arrangements, linear property tax compliance, and general tax advisory services.

The Audit Committee considered and agreed that the above fees are compatible with maintaining the independence of the Company’s auditors. Further, the Audit Committee determined that, in order to ensure the continued independence of the auditors, only limited non-audit services will be provided to the Company by Ernst & Young LLP and in such case, only with the prior approval of the Audit Committee. The Chair of the Audit Committee has been delegated authority to approve the retainer of Ernst & Young LLP to provide non-audit services in extraordinary circumstances where it is not feasible or practical to convene a meeting of the Audit Committee, subject to an aggregate limit of $150,000 in fees payable to Ernst & Young LLP for such services at any time until ratified by the Audit Committee. The Chair of the Audit Committee is required to report any such services approved by him to the Audit Committee.

 

Proxy Circular    Shaw Communications Inc.		13

VOTING PROCEDURES

 

1.	Voting Shares

Holders of Class A Shares of record at the close of business on November 24, 2017 (the “ Record Date ”) are the only shareholders entitled to vote at the Meeting. Holders of Class B Non-Voting Shares are entitled to attend and speak at the Meeting, but are not entitled to vote on any matter proposed for consideration at the Meeting.

 

2.	Registered Shareholders

Holders of Class A Shares who hold shares directly in their own names and not through nominees (such as a bank, securities broker, trustee, trust company or other institution) are registered shareholders.

Voting in Person

Registered holders of Class A Shares may vote their Class A Shares in person at the Meeting. In order to vote in person, a registered holder of Class A Shares should not complete and file a form of proxy as described below.

Voting by Proxy

Registered holders of Class A Shares may vote their Class A Shares by appointing a proxy. Each person named in the form of proxy mailed to registered shareholders is a director or officer of the Company. A registered holder of Class A Shares who wishes to appoint some other person to represent him or her at the Meeting may do so either by inserting the name of that person (who need not be a shareholder) in the space provided in the form of proxy and striking out the names of the specified persons or by completing another form of proxy.

Proxyholder Discretion

Where instructions are specified, the persons named in the form of proxy mailed to registered shareholders will vote the Class A Shares in respect of which they are appointed in accordance with those instructions. In the absence of an instruction, it is intended that such Class A Shares be voted for the adoption of all resolutions referred to in the Notice of Meeting.

The form of proxy mailed to registered shareholders confers discretionary authority with respect to amendments or variations to matters identified in the Notice of Meeting and with respect to other matters which may properly come before the Meeting. At the date of this proxy circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting other than the matters referred to in the Notice of Meeting. If any such amendment, variation or other matter which is not now known should properly come before the Meeting, then the persons named in the form of proxy will vote on such matters in accordance with their best judgment with respect to the Class A Shares represented by the proxy.

Filing a Proxy

Registered holders of Class A Shares may file their proxy or vote with AST Trust Company (Canada) by using one of the following methods:

 

Internet:		www.astvotemyproxy.com
Telephone:		1-888-489-5760
Facsimile:		1-866-781-3111 (North America)
		416-368-2502 (outside North America)
Email:		proxyvote@astfinancial.com
Mail:		AST Trust Company (Canada), P.O. Box 721, Agincourt, Ontario, M1S 0A1

 

14		Shaw Communications Inc.    Proxy Circular

(To file by internet or telephone, a registered holder of Class A Shares will require the control number that is printed on the form of proxy mailed to that shareholder.)

To be valid and acted upon at the Meeting, completed proxies or votes must be received by AST Trust Company (Canada) by 11:00 a.m. (Mountain Time) on Tuesday, January 9, 2018 or, in the case of any adjournment or postponement of the Meeting, at least 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the adjourned or postponed Meeting. The Chair of the Meeting can waive or extend the time limit for depositing proxies at his or her discretion without notice .

Revocation of Proxy

A shareholder who has given a proxy may revoke it, in any manner permitted by law, including by signing a proxy bearing a later date or a notice of revocation and, in either case, delivering it to the attention of the Corporate Secretary of the Company at its registered office up to the day before the Meeting or to the Chair of the Meeting on the day of the Meeting.

 

3.	Non-Registered Holders

A holder of Class A Shares through an account in the name of a nominee (such as a bank, securities broker, trustee, trust company or other institution) is a non-registered shareholder. In this case the nominee is listed on a register maintained by the Company’s transfer agent and the non-registered shareholder is not. Non-registered shareholders will receive a voting instruction form rather than a form of proxy.

Voting in Person

Non-registered holders of Class A Shares may vote their Class A Shares in person at the Meeting. In order to vote in person, a non-registered holder of Class A Shares should not put voting instructions on the voting instruction form. Instead, that shareholder should write their name in the space provided on the voting instruction form and then sign and return it.

Voting Instruction Form

Each person named as the nominee to attend and act for the non-registered shareholder at the meeting in the voting instruction form mailed to non-registered shareholders is a director and officer of the Company. A non-registered holder of Class A Shares who wishes to appoint some other person to represent him or her at the Meeting may do so by inserting the name of that person (who need not be a shareholder) in the space provided in the voting instruction form and then sign and return it.

Filing Voting Instruction Form or Votes

Non-registered holders of Class A Shares are asked to file their voting instruction form or votes at least one business day before the proxy deposit date noted in the voting instruction form by carefully following the instructions on the voting instruction form provided to the non-registered shareholder and using one of the following methods:

 

Internet:		www.proxyvote.com
Telephone:		1-800-474-7493 (English) or 1-800-474-7501 (French)
Mail:		Data Processing Centre, PO Box 2800 Stn Lcd Malton, Mississauga ON L5T 2T7

 

4.	Right to Attend

Registered and non-registered shareholders are entitled to attend the Meeting. Registered and non-registered shareholders will be required to register for the meeting by identifying themselves at the registration desk. All shareholders should be prepared to present valid photo identification on registration and non-registered shareholders should be prepared to present proof of share ownership.

 

Proxy Circular    Shaw Communications Inc.		15

5.	Voting Shares and Principal Holders Thereof

Only the holders of Class A Shares of record at the close of business on the Record Date will be entitled to vote on all matters at the Meeting. Each holder of Class A Shares is entitled to one vote for each such share held. As of November 27, 2017, there were 22,420,064 outstanding Class A Shares.

Voting control of the Company is held by Shaw Family Living Trust (“ SFLT ”) and its subsidiaries. The sole trustee of SFLT is a private company owned by JR Shaw and having a board comprised of seven directors, including as at November 27, 2017, JR Shaw (Chair), Jim Shaw, Bradley S. Shaw, three other members of JR Shaw’s family, and one independent director. SFLT and its subsidiaries hold 17,562,400 Class A Shares, representing approximately 78% of the outstanding Class A Shares, for the benefit of descendants of JR and Carol Shaw. JR Shaw controls these shares and 77,000 additional Class A Shares.

The Company has been advised that all of such Class A Shares will be voted in favour of the resolutions referred to in the Notice of the Meeting and therefore anticipates that these resolutions will be approved.

To the knowledge of the directors and executive officers of the Company, no other person beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of the Class A Shares.

 

6.	Restricted Shares

Holders of Class B Non-Voting Shares are not entitled to vote at meetings of shareholders of the Company, except as provided by law, and will not be entitled to vote on any matter at the Meeting. In the event of a take-over bid, in certain circumstances which are described in the Company’s 2017 Annual Information Form, a holder of Class B Non-Voting Shares may be entitled to convert such shares into Class A Shares for purposes of tendering to the take-over bid. As of November 15, 2017, there were 476,455,979 outstanding Class B Non-Voting Shares.

 

7.	Interest of Informed Persons in Material Transactions

Other than as disclosed herein, management of the Company is unaware of any material interest of any director or executive officer of the Company, of any management nominee for election as a director of the Company or of any person who beneficially owns (directly or indirectly) or exercises control or direction over shares carrying more than 10% of the voting rights attached to all voting shares of the Company, or any associate or affiliate of any such person, in any transaction since the beginning of the last completed financial year of the Company or in any proposed transaction that has materially affected or would materially affect the Company or any of its subsidiaries.

 

8.	Indebtedness of Directors and Executive Officers

The following table sets forth the aggregate indebtedness outstanding as at October 31, 2017 , of all directors, executive officers and employees, current or former, of the Company or any of its subsidiaries.

 

Purpose		To The Company or its Subsidiaries ($)		To Another Entity ($)
Shares Purchases		Nil		Nil
Other		259,577		Nil

 

16		Shaw Communications Inc.    Proxy Circular

STATEMENT OF COMPENSATION

 

1.	Compensation Discussion and Analysis

Under the oversight of the Human Resources and Compensation Committee, Shaw takes a comprehensive and strategic approach to executive compensation. Shaw’s compensation program is designed to attract, retain, motivate, and reward the executive team by aligning management’s interest with the Company’s objectives and performance.

The Board recognizes the significant contribution of the senior executive team to the growth and success of the Company. In fiscal 2016, Shaw repositioned itself as a leading enhanced connectivity provider through two transformational transactions – the acquisition of Freedom Mobile (formerly, WIND Mobile) and the divestiture of Shaw Media. In fiscal 2017, the Company continued its journey towards becoming a leading Canadian connectivity company through:

 

(i)	the concurrent announcement of the acquisition of 700 MHz and 2500 MHz wireless spectrum licences from Quebecor Media Inc. (“Quebecor”) and the sale of ViaWest Inc., and its subsidiaries (collectively “ViaWest”), to Peak 10 Holding Corporation (“Peak 10”); and

 

(ii)	continued investment in its converged network.

In addition to strengthening the long-term strategic positioning of the Company over the last two fiscal years, through coordinated planning and execution, the senior executive team has delivered a balance sheet that is supportive of the level of investment required for long-term growth while remaining committed to an investment grade credit rating and long-term dividend growth.

The following discussion and analysis covers the compensation paid in fiscal 2017 to the Company’s Chief Executive Officer and the Chief Financial Officer and the Company’s three other most highly compensated officers – that is the Company’s “named executive officers” or the “NEOs”:

 

•

JR Shaw, Executive Chair

•

Bradley S. Shaw, Chief Executive Officer

•

Jay Mehr, President

•

Vito Culmone, Executive Vice President & Chief Financial Officer

•

Trevor English, Executive Vice President & Chief Strategy and Business Development Officer

Biographical information for JR Shaw and Bradley S. Shaw is included under “Election of Directors”. Biographical information for Jay Mehr, Vito Culmone and Trevor English is set out below.

Jay Mehr

Jay Mehr serves as President, a position he has held since March 2016. Mr. Mehr is responsible for overseeing all operational and customer-facing areas of the business, including Shaw Consumer, Business Network Services and Wireless. Mr. Mehr has also held a number of operational leadership roles over his 21 years with the Company, including Executive Vice President & Chief Operating Officer; Senior Vice President, Operations; Group Vice President, Operations, Shaw Cable; Vice President, Operations; and regional manager roles in British Columbia and Ontario. Mr. Mehr holds a Bachelor of Commerce degree from the University of Alberta.

Vito Culmone

Vito Culmone serves as Executive Vice President & Chief Financial Officer, a position he has held since June 1, 2015. In addition to his financial accountabilities, Mr. Culmone is also responsible for Real Estate and the Strategic Projects Office. By bringing together these areas, Mr. Culmone provides oversight for the prioritization and planning of initiatives to ensure the necessary financial performance. Mr. Culmone has more than 27 years of experience as a financial professional, including 17 years as a senior financial executive.

 

Proxy Circular    Shaw Communications Inc.		17

Prior to joining the Company, Mr. Culmone served as Executive Vice President and Chief Financial Officer of WestJet Airlines Ltd. He has also held leadership positions at Molson Inc. and PricewaterhouseCoopers LLP. Mr. Culmone holds a Bachelor of Commerce degree from the University of Toronto and is a Chartered Professional Accountant.

Trevor English

Trevor English serves as Executive Vice President & Chief Strategy and Business Development Officer, a position he has held since March 2016. Mr. English is accountable for strategic planning, business development, investor relations, Shaw Ventures and investment initiatives. Mr. English has also served as a member of the Board of Directors of Corus Entertainment Inc. since April 2016. Mr. English has been with the Company since 2004 and prior to joining Shaw he worked for CIBC World Markets Inc. in Canada and the United Kingdom. Mr. English has 20 years of experience in corporate finance, mergers & acquisitions, investor relations, business development and financial analysis. Mr. English holds a Bachelor of Commerce degree from the University of Calgary and a Chartered Financial Analyst designation.

Governance and Decision Making

The Human Resources and Compensation Committee is responsible for the Board’s oversight of compensation, succession and development of the Company’s senior leadership team. More specifically, the committee is responsible for ensuring that effective human resource programs and philosophies are developed and implemented in conformity with the Company’s vision, values and strategic objectives to continue to ensure the recruitment and retention of high quality talent at all levels.

The Human Resources and Compensation Committee is comprised of four independent directors: Willard H. Yuill (Chair), Lynda Haverstock, Gregg Keating and JC Sparkman. The members of the Human Resources and Compensation Committee have:

 

•

a thorough understanding of policies, principles, and governance related to human resources and executive compensation; and

•

many years of board, executive and other diverse business experience gained through involvement with public and private enterprises that are involved in telecommunications and other industries in Canada or the United States.

The Human Resources and Compensation Committee is governed by a charter which details its mandate, composition and responsibilities. The responsibilities of the Human Resources and Compensation Committee are described under “Statement of Corporate Governance – Human Resources and Compensation Committee”. A copy of the Human Resources and Compensation Committee charter is also available at www.shaw.ca .

The Human Resources and Compensation Committee met six times in fiscal 2017. At its invitation, the Company’s Chief Executive Officer and Willis Towers Watson Public Limited Company (“Willis Towers Watson”), the Company’s compensation consultant, joined committee meetings. The Human Resources and Compensation Committee reviews the compensation of each vice president level officer and above, including annual salary, short-term incentive target and payout and long-term incentives. This review includes inputs and recommendations from management and the Company’s compensation consultant and consideration of the Company’s Executive Compensation Guiding Principles & Philosophy which is discussed below.

In fiscal 2017, the Human Resources and Compensation Committee identified the following three corporate performance measures to assess corporate performance: (1) operating income before restructuring costs and amortization ¹ , (2) free cash flow ¹ , and (3) Consumer & Wireless revenue generating units (“RGUs”) ¹ , with each of these measures equally weighted at 20%.

 

1	See definition and discussion under “Key Performance Drivers” in the Company’s management’s discussion and analysis for the year ended August 31, 2017.

 

18		Shaw Communications Inc.    Proxy Circular

The Human Resources and Compensation Committee annually reviews management’s recommendations for corporate performance criteria and assesses this performance relative to the Company’s strategic plan, as well as approving individual performance metrics for the senior executive team. For fiscal 2018, the Human Resources and Compensation Committee has agreed that corporate performance will be assessed relative to the following two corporate performance measures: (i) operating income before restructuring costs and amortization (ii) RGU net gain ¹ , each equally weighted. For the NEOs (except tor JR Shaw ² ), (i) and (ii) are equally weighted at: (a) 50% for Bradley S. Shaw and Jay Mehr and (b) 40% for Vito Culmone and Trevor English. (See “Statement of Compensation – Fiscal 2018”). For each NEO, the committee makes a recommendation to the Board for its approval as to base pay, short-term incentive targets, short-term payout amounts and other compensation matters.

Executive Compensation Guiding Principles & Philosophy

The Company’s executive compensation philosophy is grounded in three guiding principles as outlined below.

 

1.	Align executive compensation with the execution of the Company’s business strategies and overall business performance. This principle is achieved by:

 

•

encouraging executives to build value for shareholders, customers, employees and community stakeholders over the short, medium and long-term;

•

considering both quantitative and qualitative performance factors to maintain a balanced approach to assessing individual and team performance; and

•

rewarding overall performance – Shaw’s incentive structure is designed to ensure that all employees are focused on accelerating performance and results that contribute to Shaw’s overall success.

Success requires that Shaw maintain a balance between the competing challenges of growth, investments in its network and other technology developments, regulatory compliance, competition, management of talent and leadership and the general economic environment. This requires:

 

•

annually reviewing and assessing compensation practices to ensure that they align with the business strategy and performance;

•

assuring management maintains its focus, knowledge, stability and experience in order to execute business strategies in an intensely competitive environment with rapidly evolving technology; and

•

making capital allocation decisions involving major long-term capital investments which shape and determine future growth and profitability.

 

2.	Provide a combination of compensation elements, including fixed elements that provide security and enable the Company to attract and retain key employees and “at risk” elements that reflect their ability to influence business outcomes and performance. These elements include:

 

•

base salaries, which provide a fixed level of compensation to attract and retain top executives;

•

incentive plan payouts that reflect corporate and individual performance to motivate our leaders to deliver results based on corporate strategies and sustain long-term corporate success;

•

a limited perquisite package, which includes annual executive medical exams;

•

retirement plans that help attract and retain our senior leaders; and

•

an incentive program that encourages both mid and long term strategic and business performance.

 

3.

Ensure that Shaw’s executive compensation practices are market competitive and designed to attract, retain and motivate high calibre leaders. Shaw measures total compensation (including “at risk” performance pay) relative to a group of comparators (see discussion of peer group under “Benchmarking Compensation”).

 

2	JR Shaw’s bonus is calculated and paid pursuant to the provisions of the agreement between the Company and JR Shaw. (See “Statement of Compensation – Employment Contracts”).

 

Proxy Circular    Shaw Communications Inc.		19

Operating Highlights for Fiscal 2017

In fiscal 2017, the Company continued its journey towards becoming a leading Canadian connectivity company by executing on the following key priorities:

 

•

The concurrent announcement of the acquisition of 700 MHz and 2500 MHz wireless spectrum licences from Quebecor and the sale of ViaWest to Peak 10

•

As at August 31, 2017, the Company had a net debt leverage ratio 3 of 1.9x, approximately $500 million cash on hand, and its $1.5 billion bank credit facility was fully undrawn providing a strong balance sheet position to support the Company’s growth initiatives

•

Changing the trajectory of its Consumer RGU performance with 25,000 net adds in fiscal 2017, a substantial turnaround over the 170,000 RGU net loss in fiscal 2016. The Company also continued to grow wireless subscribers with a net gain of 103,000 RGUs in fiscal 2017.

•

Delivering fiscal 2017 year-end financial results that achieved its revised guidance, after adjusting for discontinued operations:

•

Operating income before restructuring costs and amortization of $1,997 million was within the target range of $1,989 – $2,014 million;

•

Capital expenditures of $1,225 million was below the target of $1,236 million; and

•

Free cash flow of $438 million exceeded the target of $400 million.

•

Launching the Freedom Mobile brand and improving its wireless network performance with the rollout of the LTE-Advanced network to all its existing markets, on schedule and on budget. Freedom Mobile’s handset lineup continued to expand in fiscal 2017, currently with a total of 14 handsets that are compatible with its AWS-3 LTE network, including Apple, LG, Samsung, Sony and ZTE.

•

Continuing to drive WideOpen Internet 150’s momentum by pairing it with expanded 2-year value plans and unlimited data allowing our customers to stream worry free at an affordable price with cost certainty

•

Launching the market leading, BlueSky TV which is based on the Comcast Corporation’s X1 video platform.

•

BlueSky TV was launched in phases, with the initial Calgary launch in January followed by the Vancouver launch in February and the national launch in April.

•

The deployment of its newest generation of cable modem termination system equipment referred to as the Converged Cable Access Platform (“CCAP”) into its serving hubs. CCAP significantly enhances the capabilities of our cable network and enables Shaw to leverage the next generation of cable access technology known as Data Over Cable Interface Specification version 3.1 (“DOCSIS 3.1”). DOCSIS 3.1 represents the latest development in a set of technologies that increase the capability of a hybrid fibre-coax network to transmit data both to and from customer premises

•

As of August 31, 2017, DOCSIS ready (CCAP) infrastructure was running in Shaw’s major systems. All remaining systems are expected to be running DOCSIS 3.1 ready (CCAP) infrastructure by the end of fiscal 2018.

•

On December 15, 2016, the Company extended the term of its five-year $1.5 billion bank credit facility from December 2019 to December 2021. This credit facility is used for working capital and general corporate purposes.

•

The Company conducted a number of capital market activities, including:

•

the extension of its dividend reinvestment plan in respect of its Class A Participating Shares and Class B Non-Voting Participating Shares to eligible shareholders who are residents of the United States;

•

the issuance of 3.80% $300 million senior unsecured notes due March 1, 2027;

•

the repayment of $400 million senior unsecured notes due March 2, 2017; and

•

the repayment of US$846 million in borrowings under the Company’s and ViaWest’s credit facilities related to the sale of ViaWest.

 

3

Net debt leverage ratio is net debt to adjusted operating income before restructuring costs and amortization. (See definition and discussion under “Key Performance Drivers” and “Liquidity and Capital Resources” in the Company’s management’s discussion and analysis for the year ended August 31, 2017).

 

20		Shaw Communications Inc.    Proxy Circular

•

On June 1, 2017, the Company announced that it entered into an agreement to sell a group of assets comprising the operations of Shaw Tracking, a fleet tracking operation, to Omnitracs Canada for proceeds of approximately US$20 million. The transaction closed on September 15, 2017.

•

The Company continued to expand its Shaw Go WiFi build-out. As at August 31, 2017, the Company had approximately 100,000 Shaw Go WiFi access points installed and operating throughout the network and over 3.3 million devices using Shaw Go WiFi. Moreover, the Company has leveraged its Wi-Fi access points to improve network coverage for Freedom Mobile customers which represents an important step in our converged network strategy.

Benchmarking Compensation

The Human Resources and Compensation Committee annually reviews the total compensation of the Company’s senior executives and compensation practices of the Company. As part of that review, the peer group is reviewed to ensure a balance of relevant peer organizations in terms of business commonalities and the market for executive talent.

The Human Resource and Compensation Committee retained Willis Towers Watson to complete annual market reviews for the Company’s NEOs and to validate and identify potential changes to the comparator group of companies.

The Company’s fiscal 2017 benchmarking review of executive compensation entailed a competitive analysis undertaken by Willis Towers Watson which included total compensation for the Company’s NEOs with that for the comparator group in the following specific areas:

 

•

base salary

•

short and medium-term incentives

•

long-term incentives

•

retirement plans and benefits

In partnership with Willis Towers Watson, Shaw has developed a comparator group that reflects a simplified approach which uses one group (no sub-groups or secondary groups). The comparator group aligns with peer companies that were selected to provide comparable representation of industry (cable & satellite, integrated and wireless telecommunications services and comparison broadcast industries), size (revenue and assets), and business complexity. To reflect the western Canadian market in which the majority of the Company’s executives reside, the peer group also includes organizations in the Canadian energy and industrial sectors that have comparable revenue, assets and market capitalization relative to the Company. The comparator group changed from fiscal 2016 to 2017, Cablevision Systems Corporation and CBS Corporation were removed reflecting Shaw’s divestiture of the Media business and Charter Communications Inc. and Discovery Communications were also removed due to recent merger activity which resulted in the two entities no longer meeting the size criteria for the comparator group.

For fiscal 2017, the comparator group included the following 13 Canadian and 4 U.S. companies:

 

Canadian Comparators				U.S. Comparators
BCE Inc.		Quebecor Inc.		Dish Network Corp.
Canadian Pacific Railway Limited		Rogers Communications Inc.		Frontier Communications Corp.
Canadian Tire Corp.		Sirius XM Radio Inc.		Telephone & Data Systems Inc.
Crescent Point Energy Corp.		Teck Resources Limited		Windstream Corporation
EnCana Corporation		TELUS Corporation
Fortis Inc.
Pembina Pipeline Corporation
Potash Corporation of Saskatchewan Inc.

 

Proxy Circular    Shaw Communications Inc.		21

Engagement of Compensation Consultant

In addition to the services provided by Willis Towers Watson, the Company retained Mercer (Canada) Limited (“Mercer”), a wholly owned subsidiary of Marsh & McLennan Companies, Inc., to provide other services during fiscal 2017 and fiscal 2016 that were not related to executive and/or director compensation which included (without being limited to) pension actuarial and administrative services for defined benefit pension plans. The Human Resources and Compensation Committee is not required to pre-approve such other services that Mercer or its affiliates provide to the Company at the request of management.

Aggregate fees paid to Mercer and Willis Towers Watson are listed below:

 

2017

2016

Advisor

Executive Compensation Related Fees $

All Other Fees (1) $

Executive Compensation Related Fees $

All Other Fees (1) $

Mercer

–

498,378

–

895,344

Willis Towers Watson

38,738

–

108,858

–

Note:

(1)	All Other Fees are comprised of fees related to pension administration and actuarial valuations

The Human Resources and Compensation Committee has considered Willis Tower Watson’s analysis and advice as well as other specific factors the Human Resources and Compensation Committee deemed to be appropriate and relevant.

Risk Considerations in Executive Compensation

The Human Resources and Compensation Committee is responsible for overseeing the Company’s compensation practices to ensure they do not encourage executives to take risks that could have a material adverse effect on the Company. The Human Resources and Compensation Committee has considered the risk profile of the Company’s compensation program and confirmed that it does not believe that the compensation program encourages excessive or inappropriate risk taking.

The Human Resources and Compensation Committee also consults with Willis Towers Watson as to the level of risk in the Company’s compensation program. Components of the Company’s compensation program are designed to address risk as follows:

 

•

base salary is fixed to provide steady income regardless of share price and therefore does not encourage excessive risk-taking;

•

the pay mix is set to balance short, medium and long-term rewards;

•

short-term incentive plan payout amounts are linked to performance and are only paid out on the approval of the Human Resources and Compensation Committee and the Board for the NEOs; and

•

equity awards are only issued on a periodic basis and they vest over an extended period which helps to ensure that performance aligns with shareholders’ interests.

The Company has adopted a formal policy restricting reporting insiders (which includes NEOs and directors) from purchasing financial instruments such as prepaid variable forward contracts, puts, calls, equity swaps, collars, or units of exchange funds that are designed to hedge or offset a decrease in market value of their equity based securities granted as compensation (stock options, RSUs, PSUs, and DSUs) or held, directly or indirectly, by the NEO or director.

Claw backs

Pursuant to the Sarbanes-Oxley Act, the CEO and CFO of Shaw are subject to a statutory claw back in the event of misconduct which results in a required restatement of any financial reporting required under securities laws.

 

22		Shaw Communications Inc.    Proxy Circular

Management of Talent & Leadership Development

As the Company continues to grow, there has been an increased focus on succession planning and talent development together with the enhancement of formal leadership programs. The Company’s succession planning review identifies high performers as well as successors for key positions for all roles from director level to the Chief Executive Officer. The Human Resources and Compensation Committee is responsible for succession planning and oversees the Company’s succession planning review. The results are reviewed at least annually with the Board.

This formal process reviews potential successions and gaps for senior leadership roles together with detailed action plans to support the ongoing development of high potential talent within the Company. Retention of senior leaders is also critical, particularly given that the Company runs with a lean team of talented individuals.

The Company’s short-term incentive program includes leaders across all divisions. Through this program each employee that is manager level and above prepares a performance management plan with clear business objectives, measurable individual performance metrics and a personal leadership development plan.

The development, retention and acquisition of key leadership talent is a focus at all levels. During the year, the Company continued delivering a “leader of leaders” program aimed at enhancing the leadership and business acumen for all directors and managers. The leader of leaders’ program is a twelve day six module course that has been designed and facilitated in partnership with the University of Calgary Haskayne School of Business and Development Dimensions Incorporated, a global leader in designing leadership development programs.

The Company also focuses on employee engagement in order to identify initiatives that it can take to better motivate its employees to perform. The Company continues to make improvements and an ongoing commitment to measure engagement through a recurring, real-time employee listening program.

 

Proxy Circular    Shaw Communications Inc.		23

Performance Graph

The following graph compares the cumulative five year return of the Class B Non-Voting Shares (assuming $100 invested on August 31, 2012 and reinvestment of dividends) with the S&P/TSX Composite Total Return Index for the period from August 31, 2012 to August 31, 2017.

Relative Total Return Performance

Shaw Communications Inc. vs. S&P/TSX Composite Total Return Index

August 31, 2012 to August 31, 2017

 

 

With the exception of fiscal 2012 ⁴ , the aggregate compensation of the NEOs (excluding any signing or retirement payments) did not materially change from fiscal 2012 to 2015 while the market price of the Company’s Non-Voting Class B shares increased. In fiscal 2016, the market price of the Company’s Non-Voting Class B shares increased while NEO compensation declined resulting primarily from a new mix of NEOs and the 20% voluntary reduction in base salary by JR Shaw, Bradley S. Shaw, and Jay Mehr as well as a bonus reduction for JR Shaw for a number of reasons, including the divesture of the former Media division which resulted in lower free cash flow as the Company repositioned itself for growth with its new mix of assets. In fiscal 2017, the market price of the Company’s Non-Voting Class B shares increased and the NEO compensation increased slightly compared to the prior year due to the pension adjustment for Bradley S. Shaw in fiscal 2016.

Overall, the Human Resources and Compensation Committee is confident that the current executive compensation program and associated pay levels for its NEOs are well aligned with the Company’s performance over the past five-year period.

 

 

4

Total Compensation of the NEOs enrolled in the SERP Plan decreased substantially in fiscal 2012 due to a SERP plan amendment that fixed the base salary portion of the pensionable earnings at the 2012 salary levels which generally caused a negative overall amount to be reported for pension component of total compensation.

 

24		Shaw Communications Inc.    Proxy Circular

Executive Compensation Elements

The Elements of the Company’s compensation program are described below.

 

Type of Compensation		Form of Payment		Performance Period		Method of Determining Compensation		Objectives
Base Salary		Cash		Annual review		Corporate and individual performance		Attract and retain high calibre executives
Short and Medium-term Incentive		Cash   Restricted Share Units (RSUs)   Performance Share Units (PSUs)		Annual   RSUs & PSUs terms set by the Human Resources and Compensation Committee		Based on corporate and individual performance		Motivate executives to achieve annual performance goals Attract and retain executives
Long-term Incentives		Stock Options		Periodic payments with annual grant program commencing fiscal 2016 (generally, 10 year term, with vesting over 5 years)		Approved by the Human Resources and Compensation Committee		Motivate executives to drive long-term performance and return to shareholders Attract and retain executives
Pension (1)		Company Defined Contribution Plan (CDCP)		On-going		Approved by the Human Resources and Compensation Committee based on retention and comparator analysis		Attract and retain key executives
		Executive Retirement Plan (ERP)		On-going
		Supplemental Executive Retirement Plan (SERP)		Closed to new members
Benefits		Same as employee benefits		On-going		Based on market value and competitiveness		Maintains engaged and healthy executives
Perquisites		Executive medical		Annual		Based on market competitiveness

Note:

(1)	See discussion under “Pension Plans”.

Base Salary

Base salary is designed to provide a level of fixed compensation that is determined at the beginning of each fiscal year. It is reviewed annually taking into account changes in market conditions, changes in level and scope of responsibility and accountabilities of each role.

Base salary for the NEOs is typically above the median of the comparator group (approximately 75th to 90th percentile). The Company and the Human Resources and Compensation Committee has determined to pay above the median of competitor group to ensure that the Company attracts and retains high calibre executives in the communications industry.

Base salary for the majority of executives in the organization has been frozen for the past five years with changes only as a result of substantial role changes or promotions as the Company shifts a higher portion of the executive compensation to “at risk” elements. Effective March 8, 2016, JR Shaw, Bradley S. Shaw and Jay Mehr voluntarily reduced their base salaries by 20% for a number of reasons, including the divesture of the former Media division which resulted in lower recurring free cash flow as the Company repositioned itself for growth with its core mix of assets.

The following table outlines changes to base salary earned from the previous year.

 

NEO		Fiscal 2017				Fiscal 2016
JR Shaw, Executive Chair (1)		$	1,200,000			$	1,355,682
Bradley S. Shaw, Chief Executive Officer (2)		$	2,000,000			$	2,259,470
Jay Mehr, President (3)		$	1,320,000			$	1,491,250
Vito Culmone, Executive Vice President & Chief Financial Officer (4)		$	1,250,000			$	1,208,333
Trevor English, Executive Vice President & Chief Strategy and Business Development Officer (5)		$	900,000			$	822,159

 

Proxy Circular    Shaw Communications Inc.		25

Notes:

(1)	Effective March 8, 2016, JR Shaw voluntarily reduced his base salary by 20% to $1,200,000. The base salary of $1,355,682 reported for fiscal 2016 is a prorated amount.

(2)	Effective March 8, 2016, Bradley S. Shaw voluntarily reduced his base salary by 20% to $2,000,000. The base salary of $2,259,470 reported for fiscal 2016 is a prorated amount.

(3)	Effective March 8, 2016, Jay Mehr voluntarily reduced his base salary by 20% to $1,320,000. The base salary of $1,491,250 reported for fiscal 2016 is a prorated amount.

(4)	Vito Culmone joined the Company on June 1, 2015. Effective October 1, 2015, Mr. Culmone’s base salary was increased to $1,250,000. The base salary of $1,208,333 reported for fiscal 2016 is a prorated amount.

(5)	Effective March 8, 2016, Trevor English’s base salary was increased to $900,000. The base salary of $822,159 reported for fiscal 2016 is a prorated amount.

Short and Medium-term Incentives

The Company’s compensation structure evolved in fiscal 2017 with a number of changes to further support several business objectives. For fiscal 2017, pay-for-performance was extended to all leaders at manager level and above with the following weighting given to the metrics:

 

•

Corporate Performance – 60% focused on three measures: (i) operating income before restructuring costs and amortization (ii) free cash flow and (iii) Consumer & Wireless RGUs – each equally weighted at 20%

•

Individual Performance – 20% based on the achievement of key operating metrics

•

Commitments and Leadership – 20% based on achievement of commitments and leadership attributes

Based on fiscal 2017 performance, the average short-term incentive plan payout for all Shaw leadership levels was at 100% of target compared to an average short-term incentive plan payout for all leadership levels of 90% of target for fiscal 2016.

Short-term incentive payout amounts for fiscal 2017 and fiscal 2016 are illustrated in the table below.

 

NEO		Fiscal 2017 (1)				Fiscal 2016 (1)
JR Shaw, Executive Chair (2)		$	9,600,000			$	9,600,000
Bradley S. Shaw, Chief Executive Officer		$	5,566,000			$	5,009,400
Jay Mehr, President		$	3,289,000			$	2,960,160
Vito Culmone, Executive Vice President & Chief Financial Officer		$	1,800,000			$	1,820,000
Trevor English, Executive Vice President & Chief Strategy and Business Development Officer		$	800,000			$	720,000

Notes:

(1)	Fiscal 2016 was paid out at 90% of target and fiscal 2017 was paid out at 100% of target.

(2)	In fiscal 2016 and 2017, JR Shaw’s bonus represented approximately 0.5% and 0.54%, respectively of the Income Base.

Corporate Performance Measures

Under the direction of the Human Resources and Compensation Committee, short, medium and long-term incentives are determined by reviewing the performance of the Company and individual performance. Short term incentive plan payout amounts are based on achievement of established corporate and individual performance and achievement of commitments and leadership attributes.

 

26		Shaw Communications Inc.    Proxy Circular

The following table details the rationale as to how the above quantitative performance measures affect pay decisions for the fiscal 2017 short-term incentive plan payout payments. In addition, the Human Resources and Compensation Committee considers various qualitative performance factors including other business initiatives and strategic transactions.

 

		Payout Range		Weighting				Fiscal 2017 Payout
Corporate Performance Objectives
1.   Operating income before restructuring costs and amortization		•     Maximum payment is 120% of corporate performance target achievement •     No payment if less than 50% of corporate performance target are not met			20	%			19.3	%
2    Free cash flow					20	%			21.4	%
3.   Consumer & Wireless RGUs					20	%			19.3	%
Individual Performance Objectives
1 to 2 metrics approved by direct leader		•     Maximum payment is 120% of individual performance target achieved •     No payment if individual performance targets are not met			20	%			20.0	%
Discretionary Performance
Compensation based on individual performance		•     Maximum payment is 120% of individual performance target achievement •     No payment if individual performance targets are not met			20	%			20.0	%

 

a.	Operating Income before Restructuring Costs and Amortization

Operating income before restructuring costs and amortization and the ability to grow this financial measure is one of the key financial metrics driving the valuation of the Company. Targets set at the outset of fiscal 2017 included 12-months of Shaw’s former Business Infrastructure Services division and Shaw Tracking business’ operating income before restructuring costs and amortization. As a result of the divestitures and their impact on results, the Company assessed actual operating income before restructuring costs and amortization performance against fiscal 2017 targets adjusted to exclude the results of the discontinued operations. Operating income before restructuring costs and amortization for fiscal 2017 was $1.997 billion, which reflects a 97% payout relative to the adjusted operating income before restructuring costs and amortization target.

 

b.	Free Cash Flow

Free cash flow is a key component of the Company’s overall business performance, which supports return of capital initiatives to shareholders and debt reduction, as required. The Company recognizes that free cash flow may fluctuate year-to-year, as capital investments are made to develop and grow the business and as extraneous factors arise. The Company assessed actual free cash flow results against the target set at the outset of fiscal 2017. Free cash flow for fiscal 2017 was $438 million, which reflects a 107% payout based on the original target and payout grid.

 

c.	Consumer & Wireless RGUs

RGUs are calculated as the number of products sold to customers. For fiscal 2017, the Human Resources and Compensation Committee and the Board approved a target level for the change in Consumer & Wireless RGUs for fiscal 2017 and this target was achieved. As at August 31, 2017, the Consumer & Wireless had approximately 6,378,500 RGUs. During fiscal 2017 Consumer & Wireless RGUs increased by approximately 129,200. This reflects a 97% payout based on the target and payout grid set at the outset of the year.

 

Proxy Circular    Shaw Communications Inc.		27

Fiscal 2018

For fiscal 2018, pay-for-performance will continue to be extended to all leaders and eligible employees with the weighting between company and individual performance differentiated based on leadership level and ability to influence company performance:

 

•

Company Performance – focused on achieving targets of two measures: (i) operating income before restructuring costs and amortization and (ii) RGU net gain each equally weighted. For the NEOs (except for JR Shaw 5 ), (i) and (ii) are equally weighted at (a) 50% for Bradley S. Shaw and Jay Mehr and (b) 40% for Vito Culmone and Trevor English.

•

Individual Performance – equally weighted between (i) behaviours and (ii) achievement of commitments. For the NEOs (except for JR Shaw 5 , Bradley S. Shaw and Jay Mehr), (i) and (ii) equally weighted at 10% for Mr. Culmone and Mr. English.

Restricted Share Units

The Company adopted a Restricted Share Unit Plan under which RSUs may be granted, solely at the discretion of the Human Resources and Compensation Committee, at a value equal to the five-day average of the closing price of one Class B Non-Voting Share on the Toronto Stock Exchange (“TSX”) prior to the grant date (the “Market Value”) for each RSU. The payout date(s) of the RSUs in a grant are set by the Human Resources and Compensation Committee at the time of grant (generally one to three years after grant date). On each dividend payment date for the Class B Non-Voting Shares, additional RSUs are credited to the holder’s RSU account equal to, for each RSU, the amount of the per Class B Non-Voting Share dividend divided by the then current Market Value of a Class B Non-Voting Share provided the holder is still employed on such date. On the payout date, all RSUs with that payout date will become payable by cash payment equal to the then current market value of a Class B Non-Voting Share for each such RSU. For eligible NEOs, the value of RSUs represents 20% of their total annual short term incentive payment.

Performance Share Units

In fiscal 2016, the Company introduced a Performance Share Unit Plan under which PSUs may be granted, solely at the discretion of the Human Resources and Compensation Committee, at a value equal to the Market Value of one Class B Non-Voting Share for each PSU. The payout date(s) of PSUs and performance criteria of the PSUs in a grant are set by the Human Resources and Compensation Committee at the time of grant. A minimum level of performance must be achieved, otherwise the payout is zero, while maximum performance is capped at 150%. On each dividend payment date for the Class B Non-Voting Shares, additional PSUs are credited to the holder’s PSU account equal to, for each PSU, the amount of the per Class B Non-Voting Share dividend divided by the then current Market Value of a Class B Non-Voting Share provided the holder is still employed on such date. On the payout date, all PSUs will become payable by cash payment equal to the then current market value of a Class B Non-Voting Share for each such PSU provided that all of the performance criteria set by the Human Resources and Compensation Committee on the grant date of the PSUs are met.

Long-term Incentives

The purpose of the long-term “at-risk” compensation is to provide additional compensation on a periodic basis to ensure a continued balanced performance focus with the overall objective of creating shareholder value. The benefits of option awards require sustained performance through effective execution of the Company’s strategic initiatives.

Stock option awards are discretionary and are granted by the Human Resources and Compensation Committee from time to time. When stock options are granted, the Company’s current practice is to award options for terms of ten years with 20% of the options in a grant vesting on each of the first through fifth anniversaries of the grant date.

 

5	JR Shaw’s bonus is calculated and paid pursuant to the provisions of the agreement between the Company and JR Shaw. (See “Statement of Compensation – Employment Contracts”).

 

28		Shaw Communications Inc.    Proxy Circular

The Company has preferred to reward executive performance through the short-term incentive program and, as a result, longer-term incentives such as stock option awards were limited. This decision is, in part, based on the significant equity ownership of two of its NEOs that are members of the Shaw family, which controls the Company through its holdings of Class A Shares and holds a significant interest in Class B Non-Voting Shares (see “Voting Shares and Principal Holders Thereof”).

Stock Option Plan

Options to acquire Class B Non-Voting Shares are granted pursuant to the Company’s stock option plan. The stock option plan of the Company provides that options may be granted to directors, officers, employees and consultants of the Company and for such number of Class B Non-Voting Shares as the Board, or a committee thereof, determines in its discretion, at an exercise price not less than the closing price of the Class B Non-Voting Shares on the Toronto Stock Exchange (“TSX”) on the trading day immediately preceding the date on which the options are granted. An option shall not be immediately exercisable, but rather, shall be exercisable on vesting dates determined by the Board from time to time; provided that the Board may not grant options with vesting terms more favourable than 50% of the original grant on each of the first and second anniversary dates. Unless otherwise determined by the Board, options expire ten years from the date of grant, and subject to limited exceptions, must be exercised while the optionee is a director, officer, employee or consultant of the Company (or within 90 days thereafter). Provision is made in the plan for early termination of options in the event of death or cessation of employment or service arrangement (other than disability or retirement), as the case may be. Options are not transferable or assignable, unless the transfer or assignment is permitted under applicable securities laws and is in respect of options to purchase 10,000 Class B Non-Voting Shares or greater; and provided further that such transfer or assignment is approved by two senior officers of the Company, one of whom must be either the Chief Executive Officer or the Chief Financial Officer of the Company.

The plan provides that: (i) the maximum number of Class B Non-Voting Shares which may be reserved for issuance to insiders of the Company under the plan and all other security based compensation arrangements of the Company is limited to 10% of the number of Class B Non-Voting Shares outstanding at the date of grant (on a non-diluted basis) and (ii) the maximum number of Class B Non-Voting Shares which may be issued to insiders of the Company under the plan and all other security based compensation arrangements of the Company within a one year period is limited to 10% of the number of Class B Non-Voting Shares outstanding at the time of the issuance (on a non-diluted basis). Subject to applicable law and approval of the Board, the Company may provide financial assistance in connection with the exercise of an option, with recourse to the Class B Non-Voting Shares purchased upon such exercise. The plan contains anti-dilution, other adjustment and “change of control” provisions.

The Company’s option plan is the only compensation plan under which it is authorized to issue equity securities. The maximum number of Class B Non-Voting Shares issuable under the stock option plan may not exceed 52,000,000 Class B Non-Voting Shares (being 10.5% of the aggregate number of Class A and B Non-Voting Shares issued and outstanding as at August 31, 2017). As at August 31, 2017, 10,156,205 Class B Non-Voting Shares were issuable on exercise of outstanding options (being 2.0% of the aggregate number of Class A Shares and Class B Non-Voting Shares then issued and outstanding) and 6,127,175 Class B Non-Voting Shares were available for future grant of options under the stock option plan (being 1.2% of the aggregate number of Class A Shares and Class B Non-Voting Shares then issued and outstanding). During fiscal 2017, the Company granted options to purchase 2,923,000 Class B Non-Voting Shares (being 0.6% of the aggregate number of Class A Shares and Class B Non-Voting Shares outstanding as at August 31, 2017).

 

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Equity Compensation Plan Information

 

Plan Category		Number of securities issuable on exercise of outstanding options				Weighted average exercise price of outstanding options				Number of securities remaining available for future issuance under equity compensation plan
Equity compensation plans approved by security holders			10,156,205			$	24.45				6,127,175

Retirement Plans and Benefits

The Human Resources and Compensation Committee approves participation in the Supplemental Executive Retirement Plan (“ SERP ”) and the Executive Retirement Plan (“ ERP ”) for senior executives of the organization (including the NEOs). These plans are designed to reflect the significant contributions that senior executives have made and are expected to make to the Company. The SERP was established in 2001 and closed to new members in June 2012. The ERP was established in 2013. The NEOs also participate in the Company Defined Contribution Plan (“ CDCP ”) which is available to all eligible employees. The ERP, the SERP and CDCP are described under “Pension Plans.” These plans reflect the Company’s preference to deliver competitive compensation through elements other than equity-based awards.

The NEOs participate in the same group benefit plans as all other employees with the exception of JR Shaw and Bradley S. Shaw.

Employee Share Purchase Plan

An employee share purchase plan (the “ ESPP ”) was introduced in 1998 to provide employees of the Company with an incentive to increase the profitability of the Company and a means to participate in that increased profitability.

Generally, all non-unionized full-time or part-time employees of the Company and certain of its subsidiaries are eligible to enroll in the ESPP. Executive officers of the Company, including the NEOs, are entitled to participate in the ESPP on the same basis as all other employees of the Company.

Under the ESPP, each participant contributes through payroll deductions up to a maximum of 5% of the participant’s monthly base compensation and the Company matches with a contribution equal to one quarter of the participant’s contribution for those participants with less than ten years of service and one third of the participant’s contribution for those participants with greater than ten years of service. Canadian Western Trust Company, as trustee under the ESPP, or its nominee acquires Class B Non-Voting Shares for the benefit of participants through the facilities of the TSX using monies contributed to the ESPP. A participant may withdraw up to 100% of the shares vested in his or her account up to two times in any 12-month period.

As of August 31, 2017, approximately 71% of eligible employees of the Company participated in the ESPP. At August 31, 2017, an aggregate of 3.25 million Class B Non-Voting Shares were held under the ESPP.

Stock ownership guidelines

Currently, the Company has not adopted guidelines that require minimum levels of share ownership for the NEOs. Since two of the NEOs are members of the Shaw family, there is significant stock ownership among the NEOs as a whole. The Company does not require NEOs to hold stock options after they vest for any particular period of time.

Employment Contracts

In 1997, the Company entered into an agreement with its Executive Chair, JR Shaw, which provides for, among other things, an annual incentive bonus. The agreement recognizes JR Shaw’s central role in founding and building the Company and ensures that the Company retains and utilizes the full benefits of his 50 years

 

30		Shaw Communications Inc.    Proxy Circular

of industry experience. As Executive Chair, JR Shaw continues to provide broad stewardship and strategic vision for the Company. In addition, his stature as a national corporate leader and his positive long-standing reputation with government, regulatory, investor and banking communities enhances the Company’s capacity to achieve its strategic and financial goals.

The agreement with JR Shaw provides for an incentive bonus that is paid to him annually, provided the Company reaches its financial targets. The agreement also specifies that the amount is to be between 0.5% and 1.0% of the Company’s operating income before restructuring costs and amortization (as reported in the Company’s annual consolidated financial statements) calculated excluding the results of Shaw Direct (the “ Income Base ”) for the year in which it is to be paid. In 2017, JR Shaw received a bonus of $9.6 million which represented approximately 0.54% of the Income Base.

The Company has no change of control or termination agreement with any NEO.

 

2.	Summary Compensation Table

The following table sets forth compensation earned during the last three financial years of the Company by the NEOs.

 

Name and Principal Position		Year				Salary $				Share Based Awards (1) $				Option Based Awards (2)(3) $				Non-Equity Annual Incentive Plan Compensation (4) $				Pension Value (5) $				All Other Compensation (6) $				Total Compensation $
JR Shaw (14)			2017				1,200,000				–				–				9,600,000	(7)			–				283,200				11,083,200
Executive Chair			2016				1,355,682	(13)			–				–				9,600,000	(7)			–				252,569				11,208,251
			2015				1,500,000				–				–				10,039,293	(7)			1,298,000				346,420				13,183,713
Bradley Shaw (14)			2017				2,000,000				1,391,500				106,200				5,566,000				2,475,230				432,209				11,971,139
Chief Executive Officer			2016				2,259,470	(13)			1,252,360				90,600				5,009,400				(1,701,990	)			327,648				7,237,528
			2015				2,500,000				–				–				5,913,875				4,273,370				453,990				13,141,235
Jay Mehr			2017				1,320,000				822,250				88,500				3,289,000				4,514,230				49,913				10,083,893
President			2016				1,491,250	(13)			740,040				75,500				2,960,160				2,828,010				94,106				8,189,066
			2015				1,650,000				–				–				3,417,900				3,912,370				144,237				9,124,507
Vito Culmone			2017				1,250,000				450,000				70,800				1,800,000				962,000				32,922				4,565,722
Executive Vice President			2016				1,208,333				455,000				60,400				1,820,000				799,833				67,508				4,411,074
& Chief Financial Officer			2015				250,000				–				291,000	(9)			1,000,000				234,000				500,000	(10)			2,275,000
Trevor English (14)			2017				900,000				380,000	(8)			53,100				800,000				730,000				2,047,493	(12)			4,910,593
Executive Vice President			2016				822,159				360,000	(8)			30,200				720,000				706,216				3,049,466	(12)			5,688,041
& Chief Strategy and Business			2015				638,542				–				179,760	(11)			801,000				388,954				–				2,008,256
Development Officer

Notes:

(1)

Amounts reported in fiscal 2017 and 2016 include the grant date fair value of the award of RSUs. The fair value is determined based on the average of the closing prices of the Class B Non-Voting Shares on the Toronto Stock Exchange (the “TSX”) for the five trading days preceding the November 4, 2016 and November 1, 2017 grant date, $26.40 and $28.29, respectively. RSUs vest equally on the first, second, and third anniversaries of the grant date. See “Incentive Plan Awards – Restricted Share Units”. No share based awards were granted to NEOs during Fiscal 2015.

(2)

During fiscal 2017, Bradley S. Shaw, Jay Mehr, Vito Culmone, and Trevor English were granted options to acquire 60,000, 50,000, 40,000, and 30,000 Class B Non-Voting Shares, respectively. Amounts reported in 2017 represent the September 1, 2016 grant date fair value of stock options calculated using the Black-Scholes Option Pricing Model with the following assumptions: expected variability of the Corporation’s Class B Non-Voting Shares – 17.49%, expected dividend yield – 4.52%, risk-free interest rate – 0.78%, and expected life of the options – 7.2 years. The options granted are not immediately exercisable but rather 20% of the original option grant is exercisable on each of the first, second, third, fourth and fifth anniversary dates of September 1, 2016.

(3)

During fiscal 2016, Bradley S. Shaw, Mr. Mehr, Mr. Culmone, and Mr. English were granted options to acquire 60,000, 50,000, 40,000, and 30,000 Class B Non-Voting Shares, respectively. Amounts reported in 2016 represent the January 18, 2016 grant date fair value of stock options calculated using the Black-Scholes Option Pricing Model with the following assumptions: expected variability of the Corporation’s Class B Non-Voting Shares – 17.70%, expected dividend yield – 4.95%, risk-free interest rate – 0.92%, and expected life of the options – 6.7 years. The options granted are not immediately exercisable but rather 20% of the original option grant is exercisable on each of the first, second, third, fourth and fifth anniversary dates of September 1, 2016. Other than as described in note 9 and 11 below, no stock options were granted to the NEOs in 2015.

(4)	Amounts reported represent annual cash payment. (See “Corporate Performance metrics” for a discussion metrics, weightings and payout)

(5)	Amounts reported include all compensatory amounts related to the Company’s defined contribution and defined benefit plans. The SERP and defined benefit component of the ERP are actuarially determined using the projected benefit method and management’s

 

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best estimate of salary escalation and retirement ages of officers. These amounts do not reflect cash figures in the current period. See “Pension Plans.” JR Shaw, Bradley S. Shaw and Mr. Mehr are SERP members and Mr. Culmone and Mr. English are ERP members.

(6)	Amounts reported include employee share purchase plan, transportation, share based dividends and other benefits. If the value of perquisites and benefits does not exceed either $50,000 or 10% of the relevant NEOs total salary, no amount is reported.

(7)

Calculated and paid pursuant to the provisions of the agreement between the Company and JR Shaw, as described under the heading “Compensation Discussion and Analysis – Employment Contracts”. Under the terms of the agreement, provided that the Company reaches its annual financial targets, a bonus shall be paid to JR Shaw in an amount between 0.5% and 1.0% of the Company’s Income Base (as defined in “Compensation Discussion and Analysis – Employment Contracts”) for the year in which it is to be paid. For fiscal 2015 and 2016, JR Shaw received a bonus of $10,039,293 and $9,600,000, respectively, which represented approximately 0.5% of the Income Base. In fiscal 2017, JR Shaw received a bonus of $9,600,000 which represented approximately 0.54% of the Income Base.

(8)

Amounts reported in fiscal 2017 and 2016 for Mr. English include the grant date fair value of the award of PSUs. The fair value is determined based on the average of the closing prices of the Class B Non-Voting Shares on the TSX for the five trading days preceding the November 18, 2016 and November 1, 2017 grant date, $26.01 and $28.29, respectively. PSUs vest on the third anniversary of the grant date provided that the performance criteria set by the Human Resources and Compensation Committee on the grant date are met. See “Incentive Plan Awards – Performance Share Units”. The performance criteria set for the November 18, 2016 and November 1, 2017 PSU grants are three year cumulative targets for: (i) operating income before restructuring costs and amortization, and (ii) consolidated revenue, both of which must be met. In fiscal 2017, the Human Resources and Compensation Committee adjusted the performance criteria for the November 18, 2016 PSU grant to exclude discontinued operations (i.e. Shaw Tracking and ViaWest).

(9)

During fiscal 2015, Mr. Culmone was granted options to acquire 100,000 Class B Non-Voting Shares. The $291,000 amount reported represents the June 1, 2015 grant date fair value using the Black-Scholes option pricing model with the following assumptions: expected variability of the Class B Non-Voting Shares – 20.96%, expected dividend yield – 4.3%, risk-free interest rate – 1.29%, and expected life of the options – 7.2 years. These options vest as to 20% on each of the first, second, third, fourth and fifth anniversaries of the grant date.

(10)	Vito Culmone joined the Company on June 1, 2015. Vito Culmone received a signing bonus of $500,000 in fiscal 2015.

(11)

During fiscal 2015, Mr. English was granted options to acquire 70,000 Class B Non-Voting Shares. The $179,760 amount reported represents the September 1, 2014 grant date fair value using the Black-Scholes option pricing model with the following assumptions: expected variability of the Class B Non-Voting Shares – 18.44%, expected dividend yield – 4.02%, risk-free interest rate – 1.43% and expected life of the options – 5 years. These options vest as to 20% on each of the first, second, third, fourth and fifth anniversaries of the grant date.

(12)

Mr. English received performance/transaction bonuses aggregating to $2,000,000 in recognition of his extraordinary contributions in connection with the successful completion of the divestiture of ViaWest and acquisition of 700 MHz and 2500 MHz wireless spectrum licences spectrum from Quebecor, which both occurred in fiscal 2017. In fiscal 2016, Mr. English also received performance/transaction bonuses aggregating to $3,000,000 in recognition of his extraordinary contributions in connection with the completion of the Company’s two transformational transactions, the acquisition of Freedom Mobile and the divestiture of Shaw Media.

(13)	JR Shaw, Bradley S. Shaw, and Mr. Mehr voluntarily reduced their base salary by 20% effective March 8, 2016.

(14)	JR Shaw and Bradley S. Shaw both served as NEOs and directors of the Company from fiscal 2015 to 2017 and did not receive any compensation for serving as directors. Mr. English does not receive any additional compensation from the Company for sitting on the Corus board.

 

32		Shaw Communications Inc.    Proxy Circular

3.	Option-Based and Share-Based Awards

The following table sets forth details with respect to stock options, RSUs and PSUs held by the NEOs as of August 31, 2017.

 

			Option Awards																						Share Awards
		Number of Securities Underlying Unexercised Options #				Option Exercise Price $				Option Expiry Date		Aggregate Value of Unexercised In-the-Money Options (1) $												Number of Units that have not Vested #				Market or Payout Value of Share Based Awards that have not Vested $				Market or Payout Value of Vested Share Based Awards Not Paid Out or Distributed $
Bradley S. Shaw			50,000				20.82			01-Jul-2018
Chief Executive Officer			300,000				19.54			30-Jun-2019			$3,179,800												47,441	(3)			$1,321,706	(4)			–
			60,000				23.96			31-Aug-2025															49,193	(2)			$1,391,500	(5)
			60,000				26.23			31-Aug-2026
Jay Mehr			200,000				19.54			30-Jun-2019
President			50,000				23.96			31-Aug-2025			$1,940,500												28,033	(3)			$780,999	(4)			–
			50,000				26.23			31-Aug-2026															29,069	(2)			$822,250	(5)
Vito Culmone			100,000				27.45			01-Jun-2025
Executive Vice President and			40,000				23.96			31-Aug-2025			$262,200												17,236	(3)			$480,195	(4)
Chief Financial Officer			40,000				26.23			31-Aug-2026															15,908	(2)			$450,000	(5)
Trevor English			10,000				20.82			01-Jul-2018
Executive Vice President and			60,000				19.54			30-Jun-2019			$729,400												13,740	(3)			$382,796	(4)			–
Chief Strategy and Business			70,000				27.39			31-Aug-2024															13,433	(2)			$380,000	(5)
Development Officer			20,000				23.96			31-Aug-2025
			30,000				26.23			31-Aug-2026

Notes:

(1)	Based on the difference between the market value of $27.86, which is the closing price for the Class B Non-Voting Shares on TSX on August 31, 2017, and the exercise price of the options (both vested and unvested).

(2)	The number of PSUs and RSUs granted is determined by dividing the grant date fair value by the five-day average closing price of $28.29 per Class B Non-Voting Share on the TSX for the November 1, 2017 grant date.

(3)	The number of PSUs and RSUs granted is determined by dividing the grant date fair value by the five day average closing price of $26.04 and $26.01 per Class B Non-Voting Share on the TSX for the November 4 and 18, 2016 grant dates, respectively.

(4)	The market value is based on the closing price per Class B Non-Voting Share on the TSX on August 31, 2017.

(5)	The market value is the grant date fair value of the award of PSUs and RSUs. The fair value is determined based on the average of the closing price per Class B Non-Voting Share on the TSX for the five trading days preceding the November 1, 2017 grant date.

During fiscal 2017, the following NEOs exercised options:

 

		Number of Options Exercised				Realized Benefit $
Bradley S. Shaw			400,000				1,332,680
Jay Mehr			108,000				451,893
Trevor English			80,000				248,000

Incentive Plan Awards – Value Vested or Earned During the Year

The following table sets forth details on the vesting and payouts of awards under the Company’s incentive plans for the NEOs during the fiscal year ended August 31, 2017.

 

		Option- Based Awards Value Vested During the Year (1) $				Share- Based Awards Value Vested During the Year $				Non-Equity Incentive Plan Compensation-Value Earned During the Year (2) $
JR Shaw, Executive Chair			–				–				9,600,000
Bradley S. Shaw, Chief Executive Officer			27,240				–				5,566,000
Jay Mehr, President			22,700				–				3,289,000
Vito Culmone, Executive Vice President & Chief Financial Officer			48,960				–				1,800,000
Trevor English, Executive Vice President & Chief Strategy and Business Development Officer			(7,160	)			–				800,000

 

Proxy Circular    Shaw Communications Inc.		33