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