Exhibit 99.1

 

Notice of Annual Meeting of Common Shareholders and Management Information Circular Thursday, May 23, 2024

Table of Contents

 

 

FORWARD-LOOKING INFORMATION

 

About Emera Data is as of December 31, 2023, unless otherwise indicated. From a single electric utility in Nova Scotia, Emera has grown into an energy leader serving customers in Canada, the US and the Caribbean. Our teams are focused on delivering cleaner, reliable energy to our customers, as we work toward our vision to achieve net-zero carbon emissions by 2050. We primarily invest in regulated electric and gas utilities, driving predictable returns and steady growth for our investors, enabling us to reinvest in our teams, our companies and our communities. $39B total assets $7.6B revenue 2.5M customers 7,300 employees 6 electric and natural gas utilities 94% shareholder support in 2022 “Say on Pay” vote 98% average vote in favour of the election of our Director Nominees for 20231 1 In total, 127,141,534 votes were cast out of a possible 271,424,515, representing 46.84 per cent. The highest vote in favour was 99.72 per cent and the lowest was 90.42 per cent. EMERA INCORPORATED 1

Notice of Annual Meeting of Common Shareholders and Management Information Circular Who We Are OUR PURPOSE Energizing modern life and delivering a cleaner energy future for all. OUR VISION To be the energy provider of choice for our customers, the employer of choice for our people and a preferred choice for investors. OUR VALUES Our core values shape our culture and guide our work every day. We put safety above all else. We put customers at the centre of everything we do. We value candour, respect and collaboration. We care for each other, the environment and our communities. We set a high bar and take on big things. OUR STRATEGY We are focused on safely delivering cleaner, reliable energy at a pace that’s balanced with the cost impacts for our customers.

Why Invest in Emera Through our proven strategy and our portfolio of high-quality, regulated utilities, our expert teams across Emera continue to drive long-term value for shareholders. STRONG, SUSTAINABLE STRATEGY 18% of Board Director Nominees for 2024 identify as members of a diverse group, other than gender4 $5.4B (62%) of $9B capital plan to 2026 committed to decarbonization and reliability 47% reduction in CO2 emissions since 20055 $12M invested in our communities in 2023 0.25 Lost Time Injury Rate down 11% from 2022 (0.28) and a 24% improvement over 5-year average (0.33) 1 Emera’s capital investment plan includes $240 million equity investment in 2024. 2 Based on December 29, 2023, share price of $50.30. 3 Based on 2023 adjusted net income, excluding Corporate costs of $356 million and including holding company interest costs. Adjusted net income is a non- GAAP measure, which does not have standardized meaning under USGAAP. For more information and a reconciliation to the nearest GAAP measure, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2023 MD&A. 4 One Director Nominee identifies as a racialized person and one Director Nominee identifies as a member of the LGBTQ2SI+ community. 5 Undergoing final review and verification

Notice of Annual Meeting of Common Shareholders and Management Information Circular Letter from the Chair and the CEO Fellow shareholders, Throughout 2023, many of the global economic challenges we faced in 2022 continued to have an impact across all industries and sectors, including energy. As unfavourable weather and higher interest rates softened Emera’s annual financial results, we continued making investments to safely deliver cleaner, reliable energy at a pace that’s balanced with the cost impacts for our customers, while also continuing to provide long-term value for our shareholders. FOCUS ON CLEANER, RELIABLE ENERGY Our teams accomplished a lot in the year as we safely executed on a nearly $3 billion capital program — the largest annual capital program in our history, with approximately two- thirds focused on decarbonization and reliability initiatives. This investment is driving our progress on reducing CO2 emissions and replacing coal with cleaner, lower-carbon sources of energy. Since 2005, we’ve reduced our CO2 emissions across Emera by 47 per cent and our use of coal in generation (GWh) by 77 per cent. Jackie Sheppard Chair, Emera Inc. Board of Directors Scott Balfour President and CEO, Emera Inc. 4 EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

 

1	Adjusted net income and adjusted EPS are non-GAAP measures, which do not have standardized meaning under USGAAP. For more information and a reconciliation to the nearest GAAP measure, refer to “Non-GAAP Financial Measures and Ratios” in Emera’s Q4 2023 MD&A.

 

EMERA INCORPORATED		5

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

 

THANK YOU   We appreciate feedback from our shareholders, and we are committed to providing opportunities to engage.   We encourage you to review this information and exercise your right to vote at our AGM. Our AGM is an important way for us to engage with shareholders, so that your views can be expressed and your votes can be counted.   On behalf of the Board and management team, thank you for your ongoing confidence in Emera.		Jackie Sheppard Chair, Emera Inc. Board of Directors		Scott Balfour President and Chief Executive Officer, Emera Inc.

 

6		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Notice of Emera’s 2024 Annual Meeting of Shareholders

When:

Thursday, May 23, 2024, 2:00 p.m. (Atlantic time)

How:

Virtual-only meeting via live video webcast at https://web.lumiagm.com/407390256

Password: emera2024 (case sensitive)

Agenda:

The meeting will cover the following items of business:

 

1.	Receiving the audited financial statements for the year ended December 31, 2023 and the auditor’s report thereon;

 

2.	Electing Directors to serve until the next Annual Meeting of Shareholders;

 

3.	Appointing Auditors;

 

4.	Authorizing the Directors to establish the Auditors’ fee; and

 

5.	Considering an advisory resolution on the Company’s approach to executive compensation.

The accompanying Management Information Circular provides detailed information on these items.

Who:

Emera shareholders as of close of business on March 26, 2024 (the “Record Date”) have the right to receive notice of and vote at the meeting or any adjournment.

How to Vote:

 

•

Participate and vote virtually in the meeting by visiting https://web.lumiagm.com/407390256 and use password: emera2024 (case sensitive). Please note, beneficial (non-registered) owners will only be able to vote virtually or ask questions through the live webcast if they are duly appointed and registered as proxyholders.

 

•

If you do not plan to participate in the meeting:

 

•

Mail your proxy or voting instruction form using the postage-paid, pre-addressed envelope provided.

 

•

Vote by telephone or via internet (see the proxy or voting instruction form). Proxies must be received prior to 5:00 p.m. Atlantic time on Tuesday May 21, 2024, or if the meeting is adjourned, or postponed, 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date.

Questions:

Please contact us by writing to the Corporate Secretary, Emera Incorporated, P.O. Box 910, Halifax, Nova Scotia B3J 2W5 or by calling 1-800-358-1995 from anywhere in North America.

By order of the Board of Directors,

 

Brian C. Curry

Corporate Secretary

 

EMERA INCORPORATED		7

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Management Information Circular

All information is as of March 20, 2024

(unless otherwise noted)

You are receiving Emera’s Management Information Circular (the “Circular”) because you held common shares of Emera Inc. (TSE: EMA) as of March 26, 2024 (the “Record Date”). You are entitled to receive notice of and vote at our Annual Meeting of Shareholders on Thursday, May 23, 2024 at 2:00 p.m. Atlantic time (the “Meeting” or “Annual Meeting”). Only shareholders of record at the close of business on the Record Date can vote. Each common share owned as of the Record Date entitles the holder to one vote.

To the knowledge of the Directors and Officers, as of the date of this Circular, no person owned or exercised control over more than 10 per cent of the outstanding common shares of the Company and the only outstanding voting shares were 286,280,145 common shares.

 

Meeting Materials and Notice and Access

Canadian securities rules called “Notice and Access” permit us to provide electronic access to this Circular and the 2023 Annual Report (the “Meeting Materials”) instead of sending you paper copies. We are sending Meeting Materials to registered holders and beneficial owners using Notice and Access. The notice also provides instructions on voting by proxy at the Meeting and how to request a paper copy of the Meeting Materials.

Shareholders who have previously provided instructions to receive paper copies of Meeting Materials have been sent a paper copy in addition to the notice regarding their electronic availability.

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by the Board of Directors and management of Emera for use at the Meeting. All shareholders have received a proxy or voting instruction form. The solicitation of proxies will be primarily by mail although proxies may also be solicited by telephone, facsimile or email, in writing, or in person, by directors of the Company (“Directors”), Officers, or other employees or agents of the Company.

We have retained TMX Investor Solutions Inc. as the proxy solicitation agent to assist with the solicitation of votes from shareholders. The proxy solicitation agent will monitor the number of shareholders voting and will contact shareholders in order to increase participation in voting. The cost of this solicitation is covered by Emera and is not expected to exceed $50,000.

Your vote is important. We encourage all shareholders to review this Circular carefully and exercise your vote. Details on how to vote are included on page 10.

 

8		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

		1. Annual Meeting of Shareholders   This section includes everything you need to know about your participation in the meeting.

 

IN THIS SECTION		1.1 VOTING INFORMATION		10
		1.2 BUSINESS OF THE MEETING		13
		1.3 DIRECTOR NOMINEES		16
		1.4 ADDITIONAL INFORMATION		29

 

EMERA INCORPORATED		9

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

1.1	Voting Information

MEETING DETAILS

Emera’s 2024 Annual Meeting is a virtual-only meeting.

You can participate in the Meeting online at https://web.lumiagm.com/407390256, using password: emera2024 (case sensitive).

VOTING DETAILS AND INSTRUCTIONS

You are eligible to receive notice and vote at the Meeting if you are a shareholder as of March 26, 2024 (the “Record Date”). You can vote in advance or during the Meeting.

 

If you have shares registered in your own name, then you are a registered shareholder.		If your shares are listed in the name of a nominee, then you are a beneficial or non-registered shareholder. For example, if an account statement is provided to you by a broker, then it is likely that those shares will not be registered in your name and are likely registered under the broker’s name or under the name of an agent of the broker such as CDS Clearing and Depository Services Inc., the nominee for many Canadian brokerage firms, or its nominee.

Registered shareholders and duly appointed proxyholders (including non-registered shareholders who have duly appointed themselves as proxyholder) can participate in and vote at the Meeting.

Non-registered shareholders who do not duly appoint themselves as proxyholder may still attend the Meeting as guests. Guests can listen to the Meeting, but will not be able to vote at the Meeting or ask questions.

It is important to note that the Meeting is virtual-only via live video webcast and you will not be able to attend in person. We recommend logging in online at least 15 minutes prior to the start of the Meeting. To help ensure that your vote is recorded, make sure that you are connected to the internet at all times. It is your responsibility to ensure internet connectivity for the duration of the Meeting. Please ensure you use the latest versions of Chrome, Safari, Edge or Firefox (please do not use Internet Explorer). Please note that internal network security protocols, including firewalls and VPN connections, may block access to the virtual meeting technology. If, during the Meeting, participants experience any difficulty connecting, they should ensure their VPN setting is disabled or use their computer on a network that is not restricted to security settings of a participant’s organization.

Shareholders are encouraged to vote in advance of the Meeting as described below under the heading How to Vote in Advance, particularly if they are worried about their ability to remain connected to the internet for the duration of the Meeting.

HOW TO VOTE DURING THE MEETING

Registered Shareholders and Proxyholders

Registered shareholders can participate in the Meeting by logging in to https://web.lumiagm.com/407390256 and entering their 13-digit Control Number as their username, using the password: emera2024 (case sensitive).

If you are a registered shareholder and have appointed a proxyholder to act on your behalf at the Meeting, you must register your proxyholder prior to the proxy deadline. Once your proxyholder has been registered, they will receive a Control Number from TSX Trust Company (“TSX Trust”) to access the virtual meeting. If you do not register your proxyholder, your proxyholder will not receive a Control Number to log in to the Meeting. For additional information on appointing a proxyholder, please see How to Vote in Advance – Registering Your Proxyholder below.

Proxyholders for all shareholders can participate in the Meeting by logging in in the same manner as for registered shareholders (as described above) and entering the Control Number provided to the proxyholder by TSX Trust.

 

10		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

Beneficial (or Non-Registered) Owners

Non-registered shareholders wishing to participate in the Meeting must:

 

1.	Appoint themselves as proxyholder;

 

2.	Register themselves as proxyholder; and

 

3.	Access the meeting as a proxyholder using the Control Number received after registering as a proxyholder.

If you do not register yourself as proxyholder, you will not receive a Control Number in order to log into the Meeting. The Control Number included in any voting instruction form sent to you will not enable you to log in to the Meeting. A new Control Number will be needed to log in, and one will be issued to you upon registering yourself as a proxyholder.

In order to appoint yourself as a proxyholder, follow the instructions in the form of proxy or voting instruction form sent to you by your intermediary. In most cases, you can simply insert your own name in the form of proxy or voting instruction form, sign it and return it in the envelope provided or you can make the appointment online. Do not complete the voting instructions, as you will be voting at the Meeting. However, many Objecting Beneficial Owners located in the United States instead will need to: (i) send a request to their intermediary or its agent to send them a legal proxy appointing them as proxyholder; and (ii) promptly, following receipt of the legal proxy, submit the legal proxy to TSX Trust Company, Proxy Department, P.O. Box 721, Agincourt, ON, M1S 0A1 prior to 5:00 p.m. Atlantic time on Tuesday, May 21, 2024.

Once a beneficial or non-registered owner has been appointed a proxyholder and has registered as proxyholder, they will receive a Control Number from TSX Trust to access the Meeting. The beneficial owner should follow the instructions under Registered Shareholders and Proxyholders above to log in to the virtual meeting as a proxyholder.

There are two kinds of beneficial (non-registered) owners: (i) Non-Objecting Beneficial Owners – those who do not object to their name being made known to the issuers of the shares that they own; and (ii) Objecting Beneficial Owners – those who object to their name being made known to the issuers of shares that they own.

Non-Objecting Beneficial Owners

Non-Objecting Beneficial Owners will receive a voting instruction form from Emera’s registrar and transfer agent, TSX Trust.

This is to be completed and returned to TSX Trust in the envelope provided. In addition, TSX Trust provides both telephone voting and internet voting as described on the voting instruction form.

Objecting Beneficial Owners

Securities regulation requires brokers or agents to seek voting instructions from Objecting Beneficial Owners in advance of the Meeting. Objecting Beneficial Owners should be aware that brokers or agents can only vote shares if instructed to do so by the Objecting Beneficial Owner. Your broker or agent (or their agent, Broadridge) will have provided you with a voting instruction form or form of proxy for the purpose of obtaining your voting instructions. Every broker has its own mailing procedures and provides instructions for voting. You must follow those instructions carefully to ensure your shares are voted at the Meeting.

Please note that if you are an Objecting Beneficial Owner receiving a voting instruction form or proxy from a broker or agent, you cannot use that proxy to vote at the Meeting. To vote your shares at the Meeting, the voting instruction form or proxy must be returned as instructed by the broker well in advance of the Meeting (with sufficient time for your intermediary to act on your instructions prior to the proxy cut-off). If you wish to attend virtually and vote your shares at the Meeting, follow the instructions for doing so provided by your broker or agent.

How Can I Ask Questions at the Meeting?

Shareholders will have an opportunity to ask questions at the Meeting through a chat box in the online Meeting platform. Questions received from shareholders will be read by the chair of the Meeting or a designee of the chair and responded to by a representative of Emera at the applicable point in the Meeting or in the question and answer session.

 

EMERA INCORPORATED		11

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

The chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions from shareholders in order to help ensure as many shareholders as possible will have the opportunity to ask questions, and to reject questions that do not relate to the business of the Meeting or which are determined to be inappropriate or otherwise out of order.

Who Do I Contact If I Cannot Log In to the Meeting?

If you have any difficulties logging in to the Meeting online, please contact LUMI’s online shareholder meeting email support via the address: support-ca@lumiglobal.com.

Even if you currently plan to participate in the Meeting, we encourage you to vote your shares in advance so that your vote will be counted in the event you experience any difficulties.

HOW TO VOTE IN ADVANCE

You can appoint a proxyholder in advance of the Meeting to attend the Meeting and vote your shares for you.

Registering Your Proxyholder

Registered shareholders and beneficial (or non-registered) owners wishing to appoint a proxyholder to participate virtually in the Meeting (including beneficial or non-registered owners wishing to appoint themselves as proxyholder to participate in the Meeting) must contact TSX Trust, Emera’s registrar and transfer agent, before 5:00 p.m. Atlantic time on Tuesday, May 21, 2024 to obtain a new Control Number to use to access the virtual meeting by:

 

(i)

calling:

1-866-751-6315 (within North America); or

1-416-682-3860 (outside of North America); or

 

(ii)	going to TSX Trust’s website at https://www.tsxtrust.com/control-number-request to request the Control Number by completing an electronic form. This form, once completed and submitted online, will generate a message to TSX Trust to send the Control Number to the designated proxyholder.

Shareholder Proxy Materials

These security holder materials are being sent to both registered and non-registered owners of the securities. If you are a non-registered owner, and the issuer or its agent has sent these materials directly to you, your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding on your behalf. Emera has arranged for its registrar and transfer agent, TSX Trust, to send materials directly to Non-Objecting Beneficial Owners in accordance with National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer.

By choosing to send these materials to you directly, Emera (and not the intermediary holding on your behalf) has assumed responsibility for: (i) delivering these materials to you as a Non-Objecting Beneficial Owner; and (ii) executing your proper voting instructions. Please return voting instructions as specified in the request for voting instructions.

Emera will bear costs of delivering shareholder proxy materials and the request for voting instructions, as applicable, to registered shareholders, Non-Objecting Beneficial Owners and Objecting Beneficial Owners.

Appointment and Revocation of Proxies

The persons named as proxyholders in the enclosed proxy are Jackie Sheppard, Chair of the Board, Scott Balfour, President and Chief Executive Officer (“CEO”), and Brian Curry, Corporate Secretary of the Company.

For a vote by proxy or voting instruction form to be counted, it must be received prior to 5:00 p.m. Atlantic time on Tuesday, May 21, 2024, or if the meeting is adjourned or postponed, by 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date. Note, non-registered owners must provide their voting instructions to their intermediary in advance of this deadline so that the intermediary may act on the voting instructions.

The Company reserves the right to accept late proxies and to waive the proxy cut-off with or without notice, but is under no obligation to accept or reject a late proxy. For Canadian residents, a postage-paid, pre-addressed envelope is provided for this purpose.

 

12		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

You may vote by proxy or voting instruction form via mail, the internet or telephone.

Completion of a proxy gives discretionary authority to the proxyholder to vote as they see fit in respect of amendments to matters identified in the Notice, and other matters that may properly come before the Meeting or any adjournment or postponement thereof, whether or not the amendment or other matter that comes before the Meeting is, or is not, routine and whether or not the amendment or other matter that comes before the Meeting is contested. Management of the Company is not aware of any amendments or other matters to be presented for action at the Meeting.

If you appoint Ms. Sheppard, Mr. Balfour or Mr. Curry as your proxyholder, they will vote, or withhold from voting, in accordance with your directions. If you do not specify how you want your shares voted, they will vote “FOR” the:

 

•

Election of each of the Director nominees named in this Circular;

 

•

Appointment of Ernst & Young LLP as Auditors;

 

•

Authorization of the Directors to establish the Auditors’ fee;

 

•

Advisory resolution on the Company’s approach to executive compensation.

They will vote in accordance with their best judgement if any other matters are properly brought before the Meeting.

You may appoint any other person (who need not be a shareholder) to represent you at the Meeting by inserting that person’s name in the space provided on the proxy or voting instruction form. That person is your proxyholder and must participate and vote at the Meeting for your vote to count. You will also need to register this person with TSX Trust; see Registering Your Proxyholder.

You may revoke your proxy by providing new voting instructions in a new proxy or voting instruction form with a later date, or at a later time if you are voting on the internet or by telephone. Any new voting instructions, however, will only take effect if received prior to 5:00 p.m. Atlantic time on Tuesday, May 21, 2024, or if the meeting is adjourned or postponed, 5:00 p.m. Atlantic time two business days prior to the reconvened meeting date. You may also revoke your proxy without providing new voting instructions by giving written notification addressed to Mr. Brian Curry, Corporate Secretary, P.O. Box 910, Halifax, Nova Scotia B3J 2W5, no later than the last business day preceding the day of the Meeting or preceding the day of any postponement or adjournment thereof or to the chair of the Meeting on the day of the Meeting or the day of any postponement or adjournment thereof or in any other manner permitted by law. If your new voting instructions (including the appointment of a new proxyholder) are received after the proxy cut-off described above, they may only be effective to revoke your previously provided instructions. Similarly, registered shareholders may participate in the Meeting and vote their shares and, if they do so, any voting instructions previously given by such persons for such shares will be revoked.

Restriction on Share Ownership and Voting

Under Nova Scotia legislation, no Emera shareholder may own or control, directly or indirectly, more than 15 per cent of the outstanding voting shares. This restriction may be enforced by limiting non-complying shareholders’ voting rights (including by disqualifying or deeming votes to have not been cast by such non-complying shareholders), dividend rights and transfer rights. Shareholders may be required, at any time, to furnish a statutory declaration to verify the number of shares held to ensure compliance with this restriction.

If you have any questions about the share ownership and voting restriction, please contact the Corporate Secretary.

 

1.2	Business of the Meeting

Our consolidated financial statements for the year ended December 31, 2023, will be received together with the report of the auditor. These consolidated financial statements are contained in our 2023 Annual Report. You will find a copy of our 2023 Annual Report on our website (www.emera.com) and on SEDAR+ (www.sedarplus.com).

 

EMERA INCORPORATED		13

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

You will also have the opportunity to vote on the following items:

 

1.

Election of the Board of Directors: The 11 nominees proposed for election as Directors at the 2024 Meeting are identified under Director Nominees in this Circular. For more information about the process for nominating Directors, see Nomination of Directors and Director Recruitment Process in the Corporate Governance section of this Circular.

All nominees are currently Directors of the Company. Each nominee has indicated their willingness to serve as a Director. Each Director elected at the Meeting will hold office until the next Annual Meeting of shareholders.

Ms. Sheppard, Mr. Balfour and Mr. Curry intend to vote proxies received “FOR” the 11 nominees unless a shareholder instructs otherwise in their proxy.

 

 

2.	Appointment of Auditors: The Audit Committee has assessed the performance and independence of Ernst & Young LLP (“EY”) and the Board of Directors recommends that EY be re-appointed as auditor of the Company and serve until the next Annual Meeting.

The independence of the auditors is of utmost importance to the Audit Committee. Consistent with best practices and its mandate, the Audit Committee annually reassesses the performance and independence of the auditors, with a comprehensive review conducted every five years. These reviews align with the recommendations of the Chartered Professional Accountants of Canada (“CPA Canada”), the Canadian Public Accountability Board (“CPAB”) and the Institute of Corporate Directors. CPA Canada and CPAB recommend periodic comprehensive reviews as the preferred alternative to mandatory firm rotation or re-tendering to address the threat of institutional familiarity and to enhance audit quality.

To help ensure independence, the Audit Committee also reviews and pre-approves any non-audit services to be provided by EY and has a policy restricting the hiring by the Company of former EY partners and employees.

In recommending the appointment of auditors, the Audit Committee considers the benefits and risks of auditor tenure, and the controls and processes in place to help ensure the auditor’s independence, such as mandatory partner rotations. The lead audit partner with EY is rotated at least every five years, with the current lead audit partner having commenced their rotation in 2021.

EY has been Emera’s auditors since 1998. However, until 2018, PricewaterhouseCoopers served as auditors for Tampa Electric Company, Peoples Gas System, and New Mexico Gas Company, which together represent more than 70 per cent of the Company’s total assets at the end of 2023. In addition, until 2012, Grant Thornton, LLP served as auditors for Nova Scotia Power Incorporated. In 2017, the Company initiated a competitive process for external audit services. The process was overseen by the Audit Committee, which selected EY as auditors for Emera’s full business starting in 2018.

The recommendation to appoint EY as auditor for 2024 is based on a comprehensive review of EY’s performance conducted by the Audit Committee in 2022, and an updated annual review by the Audit Committee in 2023.

Ms. Sheppard, Mr. Balfour and Mr. Curry intend to vote proxies received “FOR” the appointment of EY as auditors of the Company, to hold office until the close of the next Annual Meeting, unless a shareholder specifies their shares be withheld from voting.

 

 

14		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

3.

Auditors’ Fee: The Company is incorporated under the Nova Scotia Companies Act. Shareholder approval of the authorization of Directors to establish the Auditors’ fee is required pursuant to the Companies Act. The aggregate fees billed by EY, during the last two fiscal years ended December 31, 2023 and December 31, 2022, were as follows:

 

Service fee		2023 ($)				2022 ($)
Audit fees		$	3,910,266			$	2,018,989
Audit-related fees (1)			174,410				19,600
Tax fees (2)			39,450				337,999
All other fees			75,000				—
Total		$	4,199,126			$	2,376,588

 

(1)	Audit-related fees for Emera relate to fees associated with agreed-upon procedures over rate-case filings and the audit of pension plans.

(2)	Tax fees for Emera relate to tax compliance services and general tax consulting advice on various matters.

The Auditors’ fees for EY in 2023 are reflective of market rates for professional services, which have increased substantially in recent years. The Auditors’ fees for 2022 were the last year in a five-year fee arrangement between the Company and EY.

Ms. Sheppard, Mr. Balfour and Mr. Curry intend to vote proxies received “FOR” the authorization of Directors to establish the Auditors’ fee for 2024, unless a shareholder instructs otherwise in their proxy.

 

 

4.

Advisory Vote on Executive Compensation (‘say on pay’): You will be asked to consider and approve, on an advisory basis, the resolution stated below on Emera’s approach to executive compensation as disclosed in this Circular. This advisory vote forms an important part of the ongoing process of engagement between shareholders and the Board on executive compensation. At the 2022 and 2023 Annual Meetings, Emera’s approach to executive compensation was approved with 94.64% in 2022 and 94.46% in 2023, respectively, of the votes cast “FOR” the advisory resolution on executive compensation.

Our executive compensation programs are designed to attract, retain, motivate and reward high-calibre leaders to deliver strong performance in alignment with Emera’s corporate strategy and to create and sustain shareholder value. Programs are designed to reflect a blend of short- and long-term incentive plans to reflect our pay-for-performance philosophy and to provide for a significant portion of an executive’s compensation to be at risk, while aligning the structure of programs and payouts with sound risk management and good governance principles.

The Board, through the Management Resources and Compensation Committee (“MRCC”), has directed and reviewed the contents of the Statement of Executive Compensation in this Circular and has unanimously approved it as part of the MRCC’s report to you.

As our shareholder, on an advisory basis, you have the opportunity to vote “FOR” or “Against” our approach to executive compensation through the following resolution:

“RESOLVED, on an advisory basis, and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in the Company’s Management Information Circular delivered in advance of the 2024 Annual Meeting of Shareholders of Emera Incorporated.”

Since your vote is advisory, it will not be binding on the Board; however, the Board, and in particular the MRCC, will seriously consider the outcome of the vote and may communicate with certain shareholders as a follow-up matter as part of its ongoing review of executive compensation.

Ms. Sheppard, Mr. Balfour and Mr. Curry intend to vote proxies received “FOR” the non-binding advisory resolution on executive compensation, unless otherwise instructed.

 

 

EMERA INCORPORATED		15

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

1.3	Director Nominees

There are 11 individuals nominated to serve on the Board. All Director nominees, except Mr. Balfour, are considered by the Board to be independent. Mr. Balfour is not considered independent because he is also the President and CEO of the Company. For more information about the Company’s definition of independence, see Director and Chair Independence in the Corporate Governance section later in this Circular.

DIRECTOR NOMINEES AT A GLANCE

 

Name (1)

Occupation

Age

Independent

Residency

% Votes in favour at 2023 AGM

2023 Committees

All Board meetings (5)

Year Turning 72 years (6)

Scott Balfour (2)

Chief Executive Officer

59

No

Canada

99.72

N/A

100

%

2036

Director since 2018

James Bertram

Corporate Director

68

Yes

Canada

99.48

HSE

100

%

2028

Director since 2018

MRCC

Henry Demone

Corporate Director

69

Yes

Canada

95.98

MRCC (Chair)

100

%

2027

Director since 2014

NCGC

Paula Gold-Williams

Corporate Director

61

Yes

United States

99.55

HSEC

88

%

2035

Director since 2022

Audit

Kent Harvey

Corporate Director

66

Yes

United States

99.24

Audit (Chair)

100

%

2030

Director since 2017

HSEC

Lynn Loewen

Corporate Director

63

Yes

Canada

99.57

Audit

100

%

2033

Director since 2013

HSEC

RSC

Brian Porter (3)

Corporate Director

66

Yes

Canada

N/A

N/A

N/A

2030

Director since 2024

Ian Robertson

Corporate Director

64

Yes

Canada

99.65

Audit

100

%

2031

Director since 2022

RSC

Jackie Sheppard (4)

Corporate Director

68

Yes

Canada

99.11

Board (Chair)

100

%

2028

Director since 2009

Karen Sheriff

Corporate Director

66

Yes

Canada

99.42

MRCC

100

%

2030

Director since 2021

RSC

NCGC

Jochen Tilk

Corporate Director

60

Yes

Canada

99.05

RSC (Chair)

100

%

2035

Director since 2018

MRCC

NCGC

 

(1)	Information about each Director Nominee is current as of the date of this Circular, unless otherwise noted.

(2)	Mr. Balfour, as President and CEO, does not serve as a member of any Committee but attends all Committee meetings.

(3)	Mr. Porter was appointed in March 2024.

(4)	Ms. Sheppard is not a member of any Board Committee but attends all Committee meetings as Chair of the Board.

(5)	This reflects attendance at all scheduled Board meetings and special Board meetings scheduled on short notice.

(6)	In the normal course, a Director who would be 72 years of age at the Annual Meeting would not be nominated for re-election. See Board Renewal in the Corporate Governance section later in this Circular.

 

16		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

See pages 38 and 41 for more information about Director tenure and diversity, respectively.

DIRECTOR NOMINEE PROFILES

The profiles that follow provide important information on each of the 11 Director nominees, including age, municipality and country of residence, year first elected or appointed as a Director, principal occupation, education, skills and experience. ⁽¹⁾

Committee memberships and meeting attendance (where applicable) for meetings held in 2023, as well as any memberships on other public company boards in the last five years, is also provided.

Also included in the profiles, is information about the common shares and deferred share units (“DSUs”) of Emera held as of the last trading day of each year by each Director nominee for the past three years. The estimated value of each Director nominee’s common shares and DSU holdings is based on the following:

 

Year-end		Closing price of Emera common shares ($)
December 31, 2021			63.22
December 30, 2022			51.75
December 29, 2023			50.30

All Director nominees are required to meet Emera’s share ownership guideline. The information below details their status under the guideline. For further information regarding the required level of share ownership for Emera’s Directors, see Director Share Ownership Guideline in the Corporate Governance section later in this Circular. For further information on the share ownership guidelines for the Company’s executive officers, including Mr. Balfour, see Executive Share Ownership Requirements and Anti- Hedging Policy in the Statement of Executive Compensation later in this Circular.

 

(1)	Information about each Director Nominee is current as of the date of this Circular, unless otherwise noted.

 

EMERA INCORPORATED		17

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

SCOTT BALFOUR

 

Director Since: 2018		Not Independent, President and CEO of Emera

 

 

Halifax, Nova Scotia

Canada

Age: 59

Skills and Experience

•

CEO/Senior Executive

•

Sustainability/ESG

•

Governance

•

Risk Management

•

Customer/Stakeholder

•

Energy Sector or Utility Sector

•

Strategic Planning, M&A or Growth Strategy

•

Talent Management and Executive Compensation

•

Financial Literacy and Accounting

•

Government Relations, Public Policy and Regulatory

2023 Annual Meeting Votes for: 99.72%

Other Public Company Boards

(last five years)

 

•

Martinrea International Inc.

(June 2013 to June 2020)

Mr. Balfour was appointed President and CEO of Emera and became a Director of the Board in 2018.

Mr. Balfour first joined Emera in 2012 as Chief Financial Officer (“CFO”), later becoming CEO. Before joining Emera, he held a variety of roles, including President and CFO at Aecon Group Inc., a Canadian publicly traded construction and infrastructure development company.

Mr. Balfour is a Director of many Emera subsidiaries and serves as Chair of the Boards of Tampa Electric Company, Nova Scotia Power Incorporated and Peoples Gas System, Inc. He also serves as Director of the Business Council of Canada. He is a former Director of Martinrea International Inc. and past-Chair of the Ontario Energy Association.

Mr. Balfour received his Master of Business Administration from the Richard Ivey School of Business at the University of Western Ontario. He earned a Bachelor of Business Administration (Honours) from Wilfrid Laurier University.

Mr. Balfour’s strong experience in finance, operations, and as a public company executive provide the foundation for his contribution to the Board and his leadership of Emera. His knowledge of capital markets, along with his experience in growing a business through the development and execution of strategy, and through mergers and acquisitions, as well as leading teams and structuring systems to manage that growth, are tremendous assets for Emera.

 

Board and Committee membership		Attendance				Total
•  Board (1)			8 of 8				100	%

 

DSUs awarded and held
2023 share- based awards ($)		Total 2023 change in value of all DSUs held ($)				Market value of total DSU holdings ($)
889,053			177,096				7,032,393

 

Emera Securities held (2)
		2021				2022				2023
Common shares (3)			63,242				72,392				76,190
DSUs			105,870				122,135				139,809
Value of shares and DSUs ($)			10,691,261				10,066,772				10,864,756
Status under Executive Share Ownership Requirements (4)			As President and CEO of Emera, Mr. Balfour is subject to Executive Share Ownership Requirements. This requires that he own shares and/or DSUs valued at no less than five times his salary. He owns shares and DSUs valued at 9.6x of the Executive Share Ownership Requirements.

 

(1)	Mr. Balfour, as President and Chief Executive Officer, does not serve on any of the Board Committees but attends all Committee meetings.

(2)	As stated on page 17, the information about the common shares and DSUs held by each Director nominee is as of the last trading day of each year for the past three years.

(3)	Includes all shares controlled directly or indirectly by Mr. Balfour.

(4)	For more information, see Executive Share Ownership Requirements and Anti-Hedging Policy in the Statement of Executive Compensation in this Circular.

 

 

18		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

JAMES BERTRAM

 

Director Since: 2018		Independent Director

 

 

 

EMERA INCORPORATED		19

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

HENRY DEMONE

 

Director Since: 2014		Independent Director

 

 

Lunenburg, Nova Scotia

Canada

Age: 69

Skills and Experience

•

CEO/Senior Executive

•

Sustainability/ESG

•

Governance

•

Customer/Stakeholder

•

Strategic Planning, M&A or Growth Strategy

•

Talent Management and Executive Compensation

2023 Annual Meeting Votes for: 95.98%

Other Public Company Boards (last five years)

•

Saputo Inc. (June 2012 to present)

•

High Liner Foods Inc. (August 1989 to May 2019)

Mr. Demone joined Emera’s Board in September 2014. At that time, he also became a member of the Management Resources and Compensation Committee, and became Chair of the Committee in May 2021. He was appointed to the Nominating and Corporate Governance Committee in May 2017.

Mr. Demone is the former Chair of High Liner Foods Inc. of Lunenburg, Nova Scotia, the leading North American processor and marketer of value-added frozen seafood. He became President of High Liner Foods Inc. in 1989. In 1992, he was appointed President and CEO, a position he held until May 2015. He was reappointed CEO of High Liner Foods on an interim basis from August 2017 until April 2018.

Mr. Demone is a corporate director and currently sits on the board of Saputo Inc., a Montreal-based dairy company that produces, markets and distributes a wide array of dairy products. He is past-Chair of the Fisheries Council of Canada and The Groundfish Forum, a global trade association representing industry leaders. He has served on the boards of Dover Industries Ltd. and Maritime Tel & Tel (Aliant). Mr. Demone was also the first non-United States citizen to be named Chair of the National Fisheries Institute, a United States national trade association.

Mr. Demone received his Bachelor of Science in Mathematics with honours from Acadia University.

In both public and private entities, Mr. Demone has extensive experience in strategic planning, global markets, and mergers and acquisitions. As a long-time business leader in Atlantic Canada, Mr. Demone’s robust business relationships and his solid reputation make him a valuable member of Emera’s Board of Directors.

 

Board and Committee membership		Attendance				Total
•  Board			8 of 8				100	%
•  Management Resources and Compensation Committee (Chair)			6 of 6				100	%
•  Nominating and Corporate Governance Committee			6 of 6				100	%

 

Total compensation
Fees earned in 2023 ($)		All other compensation ($)				Total ($)
295,500			Nil				295,500

 

DSUs awarded and held
2023 share- based awards ($)		Total 2023 change in value of all DSUs held ($)				Market value of total DSU holdings ($)
160,000			(55,003	)			2,170,171

 

Emera Securities held
		2021				2022				2023
Common shares			9,062				9,062				9,062
DSUs			33,763				37,933				43,145
Value of shares and DSUs ($)			2,707,397				2,432,006				2,625,990
Status under share ownership guideline (1)			Mr. Demone owns shares and DSUs valued at over 9.5x the Annual Director’s retainer; therefore, the guideline has been met.

 

(1)

Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two. For more information, see Director Share Ownership Guideline in the Corporate Governance section later in this Circular.

 

 

20		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

PAULA GOLD-WILLIAMS

 

Director Since: 2022		Independent Director

 

 

 

EMERA INCORPORATED		21

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

KENT HARVEY

 

Director Since: 2017		Independent Director

 

 

New York, New York

United States

Age: 66

Skills and Experience

•

CEO/Senior Executive

•

Governance

•

Risk Management

•

Energy Sector or Utility Sector

•

Strategic Planning, M&A or Growth Strategy

•

Financial Literacy and Accounting

•

Government Relations, Public Policy and Regulatory

2023 Annual Meeting Votes for: 99.24%

Other Public Company Boards (last five years)

None

Mr. Harvey joined Emera’s Board in November 2017 and was appointed to the Audit Committee at that time. He became Chair of the Audit Committee in June 2020. He has been a member of the Health, Safety and Environment Committee since May 2019.

Mr. Harvey is former CFO for San Francisco-based PG&E Corporation, the parent company of Pacific Gas and Electric Company, one of the largest combined natural gas and electric energy companies in the United States. After 33 years in progressively senior roles, he retired from PG&E Corporation in 2016.

Born in Montreal, Mr. Harvey is a naturalized United States citizen. He holds a bachelor’s degree in economics and a master’s degree in engineering, both from Stanford University. He volunteers as a crisis services provider at the Trevor Project, a United States non-profit organization that is focused on suicide prevention among LGBTQ youth.

Mr. Harvey is an experienced energy industry leader and strategic thinker with deep financial knowledge and strong expertise in United States markets, making him a significant asset to Emera’s Board.

 

Board and Committee membership		Attendance				Total
•  Board			8 of 8				100	%
•  Audit Committee (Chair)			5 of 5				100	%
•  Health, Safety and Environment Committee			3 of 3				100	%

 

Total compensation
Fees earned in 2023 ($)		All other compensation ($)				Total ($)
350,420			8,213				358,633

 

DSUs awarded and held
2023 share-based awards ($)		Total 2023 change in value of all DSUs held ($)				Market value of total DSU holdings ($)
160,000			(31,649	)			1,316,130

 

Emera Securities held
		2021				2022				2023
Common shares			Nil				Nil				Nil
DSUs			15,624				21,827				26,166
Value of shares and DSUs ($)			987,749				1,129,530				1,316,130
Status under share ownership guideline (1)			Mr. Harvey owns DSUs valued at over 4.7x the Annual Director’s retainer; therefore, the guideline has been met.

 

(1)

Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two. For more information, see Director Share Ownership Guideline in the Corporate Governance section later in this Circular.

 

 

22		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

LYNN LOEWEN, FCPA, FCA

 

Director Since: 2013		Independent Director

 

 

 

 

EMERA INCORPORATED		23

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

BRIAN PORTER

 

Director Since: 2024		Independent Director

 

 

Toronto, Ontario

Canada

Age: 66

Skills and Experience

•

CEO/Senior Executive

•

Sustainability/ESG

•

Governance

•

Risk Management

•

Customer/Stakeholder

•

Strategic Planning, M&A or Growth Strategy

•

Talent Management and Executive Compensation

•

Financial Literacy and Accounting

•

Government Relations, Public Policy and Regulatory

Other Public Company Boards (last five years)

•

Fairfax Financial Holdings Ltd. (April 2023 to present)

•

Bank of Nova Scotia (November 2013 to January 2023)

Mr. Porter joined the Emera Board on March 6, 2024.

Mr. Porter was the President and CEO of the Bank of Nova Scotia, operating as Scotiabank, a global bank operating in Canada and the Americas, from November 2013 until his retirement in January 2023.

Mr. Porter is Chair of the Board of Governors of Huron University College at Western University, Chair of the Ontario Infrastructure Bank and Chair of the Atlantic Salmon Board (Canada). He previously served as Chair of the University Health Network (“UHN”) Board of Trustees.

He is a Director of the Fairfax Financial Holdings Ltd.

Mr. Porter received a Bachelor of Commerce from Dalhousie University, and was awarded an Honorary Doctor of Laws from Dalhousie University in 2008 and from Ryerson University in 2018. He is a graduate of the Advanced Management Program of the Harvard Business School.

Mr. Porter’s extensive experience in banking and capital markets and as a public company executive leading one of Canada’s largest chartered banks through a period of significant growth and expansion are significant assets for the Emera Board.

 

Board and Committee membership		Attendance				Total
•  Board (1)			N/A				N/A

 

Total compensation
Fees earned in 2023 ($)		All other compensation ($)				Total ($)
Nil			Nil				Nil

 

DSUs awarded and held
2023 share- based awards ($)		Total 2023 change in value of all DSUs held ($)				Market value of total DSU holdings ($)
Nil			Nil				Nil

 

Emera Securities held

2021

2022

2023

Common shares

Nil

Nil

10,000

DSUs

Nil

Nil

Nil

Value of shares and DSUs ($)

Nil

Nil

503,000

Status under share ownership guideline (2)

Mr. Porter joined the Board in March 2024 and owns common shares valued at over 1.8x the value of the Annual Director’s retainer. He has until March 2027 to meet the share ownership guideline.

 

(1)	Mr. Porter joined the Board of Directors in March 2024 and therefore did not attend any Board or Committee meetings during 2023.

(2)

Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two. For more information, see Director Share Ownership Guideline in the Corporate Governance section later in this Circular.

 

 

24		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

IAN ROBERTSON

 

Director Since: 2022		Independent Director

 

 

 

EMERA INCORPORATED		25

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

JACKIE SHEPPARD

 

Director Since: 2009		Independent Director

 

 

 

Calgary, Alberta

Canada

Age: 68

Skills and Experience

•

CEO/Senior Executive

•

Sustainability/ESG

•

Governance

•

Risk Management

•

Customer/Stakeholder

•

Energy Sector or Utility Sector

•

Strategic Planning, M&A or Growth Strategy

•

Talent Management and Executive Compensation

•

Financial Literacy and Accounting

•

Government Relations, Public Policy and Regulatory

2023 Annual Meeting Votes for: 99.11%

Other Public Company Boards

(last five years)

•

Suncor Energy Inc. (July 2022 to present)

•

ARC Resources Ltd. (March 2021 to present)

•

Seven Generations Energy Ltd. (May 2016 to March 2021) (1)

Ms. Sheppard has been a Director of Emera since February 2009 and became Chair of the Board in May 2014.

She was a member of the Management Resources and Compensation Committee from May 2009 to May 2014, and the Audit Committee from May 2009 to October 2014. She was Chair of the two ad hoc committees formed by the Board in August 2015 and November 2016 to oversee certain aspects of the financing related to the TECO transaction and the equity offering completed in December 2016. She was also Chair of the ad hoc committee formed by the Board in November 2017 to oversee the equity offering completed in December 2017.

Ms. Sheppard is a former Director of Emera’s subsidiary Emera Newfoundland & Labrador Holdings Inc. from 2011 until May 2016.

Ms. Sheppard is the former Executive Vice President, Corporate and Legal of Talisman Energy Inc. She is a corporate director and currently sits on the boards of Suncor Energy Inc., a Canadian integrated energy company, and ARC Resources Ltd., a publicly traded Canadian energy company. She was founder and Lead Director of Black Swan Energy Inc., an Alberta upstream energy company that was sold in July 2021. She is a former Director of Cairn Energy PLC, a publicly traded UK-based international upstream company, and the Alberta Investment Management Corporation (“AIMCo”), an institutional investment manager, as well as a former director of the general partner of Pacific Northwest LNG LP. She also served as Chair of the Research and Development Corporation of the Province of Newfoundland and Labrador, a provincial Crown corporation, until June 2014.

Ms. Sheppard is a Rhodes Scholar, having received an Honours Jurisprudence, Bachelor of Arts and Master of Arts from Oxford University. She earned a Bachelor of Laws (Honours) from McGill University and a Bachelor of Arts from Memorial University of Newfoundland. She was awarded an honorary Doctor of Laws from Memorial University in 2019. In 2008, Ms. Sheppard was appointed the King’s Counsel designation and in 2023 became a Fellow of the Institute of Corporate Directors, Canada’s preeminent distinction for directors.

With her extensive experience as an executive in the energy industry, and as a director of public, private and Crown corporations, Ms. Sheppard’s expertise in strategic planning, business development, public markets, legal and governance is of significant value to Emera’s Board.

 

Board and Committee membership		Attendance				Total
• Board (Chair) (2)			8 of 8				100	%

 

Total compensation
Fees earned in 2023 ($)		All other compensation ($)				Total ($)
460,000			N/A				460,000

 

DSUs awarded and held
2023 share- based awards ($)		Total 2023 change in value of all DSUs held ($)				Market value of total DSU holdings ($)
460,000			(166,636	)			6,550,132

 

Emera Securities held
		2021				2022				2023
Common shares			11,947				11,947				11,947
DSUs			102,707				114,921				130,221
Value of shares and DSUs ($)			7,248,426				6,565,436				7,151,066
Status under share ownership guideline (3)			Ms. Sheppard owns shares and DSUs valued at over 15x the value of the Annual Chair’s retainer; therefore, the guideline has been met.

 

(1)	Ms. Sheppard was a member of the Board of Seven Generations Energy Ltd. from May 2016 until March 31, 2021, when it merged with ARC Resources Ltd.

(2)	Ms. Sheppard attended all Committee meetings in 2023 in her capacity as Chair of the Board.

(3)

Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two. For more information, see Director Share Ownership Guideline in the Corporate Governance section later in this Circular.

 

 

26		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

KAREN SHERIFF

 

Director Since: 2021		Independent Director

 

 

 

EMERA INCORPORATED		27

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

JOCHEN TILK

 

Director Since: 2018		Independent Director

 

 

 

 

Toronto, Ontario

Canada

Age: 60

Skills and Experience

•

CEO/Senior Executive

•

Sustainability/ESG

•

Governance

•

Risk Management

•

Strategic Planning, M&A or Growth Strategy

•

Talent Management and Executive Compensation

2023 Annual Meeting Votes for: 99.05%

Other Public Company Boards

(last five years)

•

AngloGold Ashanti Plc (January 2019 to present)

Mr. Tilk has been a Director of Emera since July 2018. He became a member of the Management Resources and Compensation Committee in May 2019 and the Nominating and Corporate Governance Committee in May 2021. He was appointed Chair of the newly established Risk and Sustainability Committee in September 2021, and served as a member of the Audit Committee from November 2018 until May 2021.

Mr. Tilk is the former Executive Chair of Nutrien Ltd., a Canadian global supplier of agricultural products and services based in Saskatoon, Saskatchewan. He is the former President and CEO of Potash Corporation of Saskatchewan. Previously, Mr. Tilk spent 25 years with Inmet Mining Corporation, a Canadian-based, international metals company, with five of those years as the company’s President and CEO.

Mr. Tilk is a corporate director and currently serves on the board of AngloGold Ashanti Plc, a publicly listed international gold mining company based in London, UK. He is also Vice-Chair of the Princess Margaret Cancer Foundation, a not-for-profit organization in Toronto, Ontario. He is the former Chair of the Board of Canpotex Limited, a Canadian potash exporter, and a former Director of the Fertilizer Institute, a United States-based industry organization. He is also a former director of the International Fertilizer Association.

Mr. Tilk received his master in mining engineering from Rheinisch-Westfälische Technische Hochschule, a research university located in Aachen, North Rhine-Westphalia, Germany.

Mr. Tilk’s track record of growing companies and leading multi-billion-dollar capital expenditure programs makes him an important contributor to Emera’s Board.

 

Board and Committee membership		Attendance				Total
• Board			8 of 8				100	%
• Risk and Sustainability Committee (Chair)			3 of 3				100	%
• Management Resources and Compensation Committee			6 of 6				100	%
• Nominating and Corporate Governance Committee			6 of 6				100	%

 

Total compensation
Fees earned in 2023 ($)		All other compensation ($)				Total ($)
306,000			Nil				306,000

 

DSUs awarded and held
2023 share- based awards ($)		Total 2023 change in value of all DSUs held ($)				Market value of total DSU holdings ($)
306,000			(32,177	)			1,480,356

 

Emera Securities held
		2021				2022				2023
Common shares			Nil				Nil				Nil
DSUs			16,523				22,191				29,431
Value of shares and DSUs ($)			1,044,584				1,148,399				1,480,356
Status under share ownership guideline (1)			Mr. Tilk owns DSUs valued at over 5.3x the value of the annual Director retainer; therefore, the guideline has been met.

 

(1)

Under Emera’s Director Share Ownership Guideline, a Director must own three times the total cash and equity-based annual Director retainer in Emera common shares or DSUs, or a combination of the two. For more information, see Director Share Ownership Guideline in the Corporate Governance section later in this Circular.

 

 

28		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

1.4	Additional Information

2023 BOARD AND COMMITTEE MEETING ATTENDANCE

The total number of Board and Committee Meetings held in 2023 with overall Director attendance is summarized in the table and graph below.

Type of meeting		Number of meetings				Overall attendance
Board			8				99	%
Audit Committee			5				100	%
Health, Safety and Environment Committee			3				100	%
Management Resources and Compensation Committee			6				100	%
Nominating and Corporate Governance Committee			6				100	%
Risk and Sustainability Committee			3				100	%
Total meetings:			31

 

DIRECTOR NOMINEE SKILLS AND EXPERIENCE

The following table shows the skills and experience of each Director nominee in areas identified as necessary for effective oversight of Emera given its current operations and strategy. These qualifications are considered in reviewing Board succession and recruiting new Board members.

 

Name of Director Nominees

CEO/Senior Executive

Sustainability /ESG

Governance

Risk Management

Customer/ Stakeholder

Energy Sector or Utility Sector

Strategic Planning, M&A or Growth Strategy

Talent Management and Executive Compensation

Financial Literacy and Accounting

Government Relations, Public Policy and Regulatory

Scott Balfour

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

James Bertram

✓

✓

✓

✓

✓

✓

✓

Henry Demone

✓

✓

✓

✓

✓

✓

Paula Gold-Williams

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Kent Harvey

✓

✓

✓

✓

✓

✓

✓

Lynn Loewen

✓

✓

✓

✓

✓

✓

✓

✓

✓

Brian Porter

✓

✓

✓

✓

✓

✓

✓

✓

✓

Ian Robertson

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Jackie Sheppard

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Karen Sheriff

✓

✓

✓

✓

✓

✓

✓

✓

✓

✓

Jochen Tilk

✓

✓

✓

✓

✓

✓

Total Number of Directors with Skills

11

10

11

9

9

7

11

10

8

8

 

EMERA INCORPORATED		29

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

MAJORITY VOTING FOR ELECTION OF DIRECTORS

The confidence of shareholders in the actions of the Board and management is important. In order to provide a mechanism for shareholders to express that confidence in each Director and in compliance with Subsection 461.3 of the TSX Company Manual, the Board has adopted a Majority Voting Policy for Directors.

Majority Voting Policy

Should a Director nominee, in an uncontested election at a meeting of shareholders of Emera Inc. at which Directors are to be elected, receive a majority of “withheld” votes from his or her election as a Director (a “Majority Withheld Vote”), the individual shall submit his or her resignation to the Board for consideration immediately following such shareholders’ meeting.

The votes determining a Majority Withheld Vote shall be the total votes cast by ballot by shareholders and proxyholders, or if a ballot vote was not conducted, shall be the total votes represented by proxies validly deposited prior to the shareholders’ meeting.

The Directors who received a majority “For” vote at the shareholders’ meeting shall consider whether or not to accept the resignation.

If there are less than three such Directors, the entire Board shall meet to consider the appropriate actions to be taken. The resignation of a Director who received a Majority Withheld Vote shall be accepted absent exceptional circumstances and is effective when accepted by the Directors. The determination shall be made within 90 days following the date of the shareholders’ meeting and a news release disclosing such determination shall be issued promptly following such determination. If the resignation is rejected, the news release shall include the reasons for rejecting the resignation. A copy of the press release shall be provided to the Toronto Stock Exchange.

Since the adoption of the Majority Voting Policy in 2008, all Director nominees have received a majority “FOR” vote at the Company’s meetings of shareholders.

 

30		EMERA INCORPORATED

Notice of Annual Meeting of Common Shareholders and Management Information Circular

 

2023 ANNUAL MEETING VOTING RESULTS

The following table provides the voting results for each item of business at the 2023 Annual Meeting on May 24, 2023 voted on by the common shareholders of the Company, being the only class of shares allowed to vote.

 

 

		Number of Votes																Percentage of Votes Cast
Resolutions		For				Against				Withheld				Total				For				Against				Withheld
1. ELECTION OF DIRECTORS:
• Scott C. Balfour			126,113,586								348,073				126,461,659				99.72	%							0.28	%
• James V. Bertram			125,800,820								660,839				126,461,659				99.48	%							0.52	%
• Henry E. Demone			121,382,512								5,079,147				126,461,659				95.98	%							4.02	%
• Paula Y. Gold-Williams			125,895,546								566,113				126,461,659				99.55	%							0.45	%
• Kent M. Harvey			125,506,742								954,917				126,461,659				99.24	%							0.76	%
• B. Lynn Loewen			125,916,889								544,770				126,461,659				99.57	%							0.43	%
• Ian E. Robertson			126,020,644								441,015				126,461,659				99.65	%							0.35	%
• Andrea S. Rosen			114,345,383				12,116,276								126,461,659				90.42	%							9.58	%
• M. Jacqueline Sheppard			125,338,192								1,123,467				126,461,659				99.11	%							0.89	%
• Karen H. Sheriff			125,733,316								728,343				126,461,659				99.42	%							0.58	%
• Jochen E. Tilk			125,263,299								1,198,360				126,461,659				99.05	%							0.95	%
2. APPOINTMENT OF ERNST & YOUNG LLP AS AUDITORS			108,697,775				18,443,759								127,141,534				85.49	%							14.51	%
3. DIRECTORS TO ESTABLISH AUDITORS’ FEE			122,214,744				4,245,431								126,460,175				96.64	%			3.36	%
4. ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION			119,452,487				7,007,988								126,460,475				94.46	%			5.54	%
5. STOCK OPTION PLAN			120,852,667				5,607,808								126,460,475				95.57	%			4.43	%
VOTES AVAILABLE			271,424,515
VOTES RECEIVED			127,141,534

CERTAIN PROCEEDINGS

To the knowledge of the Company, none of the proposed nominees for election as Directors of the Company:

 

(a)

Are, as at the date of this Circular, or have been, within 10 years before the date of this Circular, a director, CEO or CFO of any company that:

 

(i)

Was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (an “Order”) that was issued while the proposed nominee was acting in the capacity as director, CEO or CFO; or

 

(ii)

Was subject to an Order that was issued after the proposed nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, CEO or CFO;

 

(b)

Are, as at the date of this Circular, or have been within 10 years before the date of this Circular, a director or executive officer of a company that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangements or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or

 

(c)

Have, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed nominee.

 

EMERA INCORPORATED		31