0001209191-23-046831.txt : 20230821
0001209191-23-046831.hdr.sgml : 20230821
20230821201816
ACCESSION NUMBER: 0001209191-23-046831
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20230810
FILED AS OF DATE: 20230821
DATE AS OF CHANGE: 20230821
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Hagen Chad
CENTRAL INDEX KEY: 0001990702
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34198
FILM NUMBER: 231190752
MAIL ADDRESS:
STREET 1: 7078 SHADY OAK ROAD
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: SunOpta Inc.
CENTRAL INDEX KEY: 0000351834
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-FARM PRODUCT RAW MATERIALS [5150]
IRS NUMBER: 000000000
STATE OF INCORPORATION: Z4
FISCAL YEAR END: 1230
BUSINESS ADDRESS:
STREET 1: 7078 SHADY OAK ROAD
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
BUSINESS PHONE: 952-820-2518
MAIL ADDRESS:
STREET 1: 7078 SHADY OAK ROAD
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
FORMER COMPANY:
FORMER CONFORMED NAME: SUNOPTA INC
DATE OF NAME CHANGE: 20031107
FORMER COMPANY:
FORMER CONFORMED NAME: STAKE TECHNOLOGY LTD
DATE OF NAME CHANGE: 19940901
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2023-08-10
0
0000351834
SunOpta Inc.
STKL
0001990702
Hagen Chad
7078 SHADY OAK ROAD
EDEN PRAIRIE
MN
55344
0
1
0
0
Chief Customer Officer
Common Shares
111906
D
Performance Stock Units
0.00
Common Shares
11286
D
Performance Stock Units
0.00
Common Shares
31194
D
Performance Stock Units
0.00
Common Shares
21525
D
Performance Stock Units
0.00
Common Shares
28416
D
Restricted Stock Units
0.00
Common Shares
30000
D
Restricted Stock Units
0.00
Common Shares
3552
D
Stock Option (Right to Buy)
13.86
2017-08-12
2024-08-12
Common Shares
2500
D
Stock Option (Right to Buy)
11.30
2017-05-13
2024-05-13
Common Shares
9000
D
Stock Option (Right to Buy)
10.08
2018-05-12
2025-05-12
Common Shares
11000
D
Stock Option (Right to Buy)
3.27
2019-05-24
2026-05-24
Common Shares
30578
D
Stock Option (Right to Buy)
9.50
2020-05-24
2027-05-24
Common Shares
8192
D
Stock Option (Right to Buy)
4.10
2022-01-22
2029-01-22
Common Shares
1600
D
Stock Option (Right to Buy)
4.73
2023-07-10
2030-07-10
Common Shares
16565
D
Stock Option (Right to Buy)
14.77
2031-04-15
Common Shares
13143
D
Stock Option (Right to Buy)
5.91
2032-05-05
Common Shares
59326
D
Stock Option (Right to Buy)
6.35
2033-07-10
Common Shares
7675
D
Stock Option (Right to Buy)
3.27
2017-05-24
2024-05-24
Common Shares
5924
D
Stock Option (Right to Buy)
9.50
2020-05-24
2027-05-24
Common Shares
8428
D
Stock Option (Right to Buy)
4.10
2022-01-22
2029-01-22
Common Shares
800
D
Stock Option (Right to Buy)
6.35
2033-07-10
Common Shares
15349
D
The Performance Stock Units (PSUs) will vest or lapse on April 15, 2024 (Vesting Date), depending on the Company's total shareholder return (the "TSR") performance relative to the Russell 3000 Food and Beverage companies during the performance period as described in the award agreement. If none of the hurdles are met, none of the PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50th percentile hurdle is met, 100% of the PSUs will vest. If the 75th percentile hurdle is met, 125% of the PSUs will vest. If the 90th percentile or above is met, 200% of the PSUs will vest. The number included in column 5 of Table II reflects the target number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date.
The Performance Stock Units do not have an expiration date.
The Performance Stock Units (PSUs) will vest or lapse on May 5, 2025 (Vesting Date), depending on the Company's total shareholder return (the "TSR") performance relative to the Russell 3000 Food and Beverage companies during the performance period as described in the award agreement. If none of the hurdles are met, no PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50% percentile hurdle is met, 100% of the PSUs will vest. If the 75% percentile hurdle is met, 125% of the PSUs will vest. If the 90th percentile or above is met, 200% of the PSUs will vest. The number included in column 5 of Table II reflects the number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date.
The Performance Stock Units ("PSUs") vest on April 1, 2024 based upon the Company's gross Adjusted EBITDA (the "Performance Measure") for its 2023 fiscal year. If the Performance Measure is less than $85 million, none of the PSUs will vest and the PSUs will expire. If the Performance Measure is at or greater than $85 million, a percentage of the PSUs, ranging from 50% to 100%, will vest in accordance with the vesting table and the remaining PSUs will expire. The vested amount increases by one percentage point for each level of Adjusted EBITDA achieved, as specified in the vesting table. If the Performance Measure is greater than or equal to $100 million, all of the PSUs will vest. Vesting is also subject to individual performance and continued employment of the reporting person through the vesting date.
The Performance Stock Units (PSUs) will vest or lapse on July 10, 2026 (Vesting Date), depending on the Company's total shareholder return (the "TSR") performance relative to the Russell 3000 Food and Beverage companies during the performance period as described in the award agreement. If none of the hurdles are met, no PSUs will vest and the award will lapse. If the 25th percentile hurdle is met, 25% of the PSUs will vest. If the 50% percentile hurdle is met, 100% of the PSUs will vest. If the 75% percentile hurdle is met, 125% of the PSUs will vest. If the 90th percentile or above is met, 200% of the PSUs will vest. The number included in column 5 of Table II reflects the number of PSUs eligible for vesting subject to the reporting person's continued employment with the Company through the Vesting Date.
The Restricted Stock Units vest in three equal annual installments beginning on December 16, 2023, subject to the continued employment of the reporting person through each such vesting date.
The Restricted Stock Units do not have an expiration date.
The Restricted Stock Units vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date.
The Stock Options vest in three equal annual installments beginning on April 15, 2022 subject to the continued employment of the reporting person through each such vesting date.
The Stock Options vest in three equal annual installments beginning on May 5, 2023 subject to the continued employment of the reporting person through each such vesting date. These options qualify as incentive stock options.
The Stock Options vest in three equal annual installments beginning on July 10, 2024, subject to the continued employment of the reporting person through each such vesting date.
/s/ Jill Barnett, attorney-in-fact
2023-08-21
EX-24
2
poa.txt
POA DOCUMENT
Exhibit 24
LIMITED POWER OF ATTORNEY
The undersigned hereby constitutes and appoints each of Jill Barnett and Stacy
Seidel, or each of them acting singly and with full power of substitution, the
undersigneds true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigneds capacity as
an officer or director or both of SunOpta Inc. (the "Company"), Forms 3, 4 and 5
(and any amendments thereto) in accordance with Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4 or 5,
complete and execute any amendments thereto, and timely file such form with the
U.S. Securities and Exchange Commission (the "SEC") and any securities exchange
or similar authority, including without limitation the filing of a Form ID or
any other documents necessary or appropriate to enable the undersigned to file
the Forms 3, 4 and 5 electronically with the SEC;
3. seek or obtain, as the undersigneds representative and on the undersigneds
behalf, information on transactions in the Companys securities from any third
party, including brokers, employee benefit plan administrators and trustees, and
the undersigned hereby authorizes any such person to release any such
information to each of the undersigneds attorneys-in-fact appointed by this
Limited Power of Attorney and approves and ratifies any such release of
information; and
4. take any other action in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by or for, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Limited Power of Attorney shall be in such form and shall
contain such information and disclosure as such attorney-in-fact may approve in
such attorney-in-facts discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever required,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-facts substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Limited Power of Attorney and the rights and powers
herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in
such capacity at the request and on the behalf of the undersigned, are not
assuming, nor is the Company assuming, any of the undersigneds responsibilities
to comply with, or any liability for the failure to comply with, any provision
of Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 or 5 with respect to the
undersigneds holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to each
of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney
as of this 15th day of August, 2023.
Signed and acknowledged:
/s/ Chad Hagen
Signature
Chad Hagen