Thunderbird reaches agreement with shareholder Voss Capital

The deal sees major stakeholder Frank Giustra and interim chair Marni Wieshofer depart the board, replaced with two nominees from Voss.

Following a months-long proxy battle, Vancouver’s Thunderbird Entertainment has come to an agreement with shareholder Voss Capital, which has selected two new faces to replace two exiting board members.

Thunderbird’s largest shareholder with a roughly 13% stake in the company, Voss has nominated Asha Daniere and Mark Trachuk to join the board. Daniere was formerly EVP of legal and business affairs at Blue Ant Media and now has her own consultancy. Trachuk is a Toronto-based lawyer at Norton Rose Fulbright and formerly served as general counsel for Entertainment One.

They will replace Marni Wieshofer, interim chair of the board and chair of the audit committee, and longtime shareholder and Lionsgate founder Frank Giustra. Thunderbird CEO Jennifer Twiner McCarron is now the board chair, with Trachuk in place as a lead independent director and interim chair of the audit committee. Giustra remains Thunderbird’s largest individual shareholder, according to a spokesperson for the company.

Under the new agreement, Thunderbird will form a committee to assess its capital allocations and revenue opportunities after the next annual general meeting (AGM) in March. Thunderbird will put forth a resolution at the AGM to increase the number of board members from six to seven, with the intention to nominate another independent director, as part of the deal.

Voss has also withdrawn its slate of nominees and has agreed to adhere to the regular board member voting process until the AGM, according to a release from both companies.

This agreement, which is effective until June 30, marks a ceasefire between Thunderbird, Voss and minority shareholder Railroad Ranch Capital.

The proxy battle began in November, when Voss nominated six new members to Thunderbird’s board of directors ahead of its scheduled December AGM, including Daniere and Trachuk. The move prompted Thunderbird to postpone the AGM and began a series of accusations between the two companies. Voss alleged that the board of directors lacked strategic vision for the company, and that Thunderbird should be an acquisition target in the current M&A market, rather than a buyer.

Minority shareholder Railroad Ranch Capital later released a statement with a call for a strategic review to address the shareholder concerns. Thunderbird defended its corporate strategy and board composition, issuing a statement that said, in part: “Voss is wrong to complain about Thunderbird’s value-creation strategy.”

Thunderbird is  well-known for hit shows like Kim’s Convenience and its Atomic Cartoons animation studio (Hello Ninja, The Last Kids on Earth and Molly of Denali). It also owns factual producer Great Pacific Media and has a distribution and consumer products division, which launched in 2021 and is helmed by kids industry vet Richard Goldsmith.

A version of this story originally appeared in Kidscreen