Suncor Energy Inc 6-K, filed Jan 17, 2023
Suncor Energy Inc (SU)
About this 6-K
Suncor Energy Inc filed this 6-K on January 17, 2023.
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
| For the month of: January 2023 | Commission File Number: 1-12384 |
SUNCOR ENERGY INC.
(Name of registrant)
150 – 6th Avenue S.W.
P.O. Box 2844
Calgary, Alberta
Canada, T2P 3E3
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F ¨ | Form 40-F x |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SUNCOR ENERGY INC. | ||
| Date: | By: | |
| January 16, 2023 | “Shawn Poirier” | |
| Shawn Poirier Assistant Corporate Secretary |
EXHIBIT INDEX
| Exhibit | Description of Exhibit | |
| 99.1 | News Release dated January 16, 2023, Suncor Energy amends agreement with Elliott Investment Management | |
| 99.2 | Amendment Agreement |
EXHIBIT 99.1
News Release dated January 16, 2023, Suncor Energy amends agreement with Elliott Investment Management
 |
News Release |
FOR IMMEDIATE RELEASE
Suncor Energy amends agreement with Elliott Investment Management
Calgary, Alberta (Jan. 16, 2023) – Suncor Energy (TSX: SU) (NYSE: SU) today announced that the agreement dated July 16, 2022 with Elliott Investment Management L.P. (together with its affiliates “Elliott”), has, in the interest of continued cooperation, been amended by the agreement of the parties to extend the right for Elliott to appoint an additional director to the board of Suncor from January 31, 2023 to March 17, 2023.
Suncor is Canada’s leading integrated energy company. Suncor’s operations include oil sands development, production and upgrading, offshore oil and gas production, petroleum refining in Canada and the United States and the company’s Petro-Canada retail and wholesale distribution networks, including Canada’s Electric Highway, a coast-to-coast network of fast-charging EV stations. Suncor is developing petroleum resources while advancing the transition to a low-emissions future through investment in power, renewable fuels and hydrogen. Suncor also conducts energy trading activities focused principally on the marketing and trading of crude oil, natural gas, byproducts, refined products and power. Suncor has been recognized for its performance and transparent reporting on the Dow Jones Sustainability index, FTSE4Good and CDP. Suncor’s common shares (symbol: SU) are listed on the Toronto and New York stock exchanges.
– 30 –
For more information about Suncor, visit our web site at suncor.com or follow us on Twitter @Suncor
Media inquiries:
(833) 296-4570
media@suncor.com
Investor inquiries:
(800) 558-9071
invest@suncor.com
|
Suncor Energy 150 6 Avenue S.W. Calgary, Alberta T2P 3E3 suncor.com |
EXHIBIT 99.2
Amendment Agreement
Suncor Energy Inc.
150 - 6th Avenue S.W., P.O. Box 2844
Calgary, Alberta
T2P 3E3
DELIVERED BY E-MAIL
January 13, 2023
Elliott Investment Management L.P.
360 S. Rosemary Ave, 18th floor
West Palm Beach, FL 33401
Dear Sirs / Madams:
Reference is made that that certain letter agreement (the “Agreement”), dated as of July 16, 2022, by and among Suncor Energy Inc., a Canadian corporation (the “Company”), Elliott Investment Management L.P., a Delaware limited partnership (“Elliott Investment”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott Associates”), Elliott International, L.P., a Cayman Islands limited partnership (“Elliott International” and, together with Elliott Investment, Elliott Associates, Elliott International and their respective Affiliates, the “Investors”).
Each of the Company and the Investors hereby agrees that the words “provided, however, that such appointment shall be made no later than January 31, 2023” in paragraph 2 of the Agreement are hereby deleted and replaced with the following words: “provided, however, that such appointment shall be made no later than March 17, 2023 and the Investors shall designate the Additional Director no later than March 3, 2023”.
Except as explicitly set forth herein, all other terms of the Agreement shall be unmodified and remain in full force and effect. On and after the date hereof, each reference to the Agreement shall mean and be a reference to the Agreement as amended hereby, and this letter agreement and the Agreement shall be read together and construed as a single instrument. Paragraph 21 of the Agreement is hereby incorporated by reference in this letter agreement mutatis mutandis. This letter agreement may be executed by the parties in separate counterparts (including by fax, jpeg, .gif, .bmp and .pdf), each of which when so executed shall be an original, but all such counterparts shall together constitute one and the same instrument.
[signature page follows]
If the terms of this letter agreement are in accordance with your understanding, please sign below, whereupon this letter agreement shall constitute a binding agreement among us.
Yours truly,
SUNCOR ENERGY INC. | ||
| Per: | “Michael M. Wilson” | |
| Name: Michael M. Wilson | ||
| Title: Chair of the Board | ||
Acknowledged and agreed this 13th day of January, 2023.
| ELLIOTT INVESTMENT MANAGEMENT L.P. | ||
| Per: | “Elliot Greenberg” | |
| Name: Elliot Greenberg | ||
| Title: Vice President | ||
| ELLIOTT ASSOCIATES, L.P. | ||
| Per: | “Elliot Greenberg” | |
| Name: Elliot Greenberg | ||
| Title: Vice President | ||
| ELLIOTT INTERNATIONAL, L.P. | ||
| Per: | “Elliot Greenberg” | |
| Name: Elliot Greenberg | ||
| Title: Vice President | ||
[Signature Page to Amendment to Letter Agreement]