UPDATE 1-Sherritt wins proxy fight; all management nominees elected

Tue May 6, 2014 12:44pm EDT

(Adds detail on special resolutions, quotes from chairman and activist.)

By Euan Rocha

TORONTO May 6 (Reuters) - Canadian miner Sherritt International Corp won its proxy fight with activist investor George Armoyan on Tuesday, with all management board nominees elected at the company's shareholder meeting in Toronto.

A group of activist investors led by Armoyan's investment holding company, Clarke Inc, had put forward a slate of nominees for the board of the nickel, oil and gas producer.

Shareholders also rejected all of the dissidents' special resolutions. Proxy advisers Institutional Shareholder Services and Glass Lewis had both recommended that clients vote for management's nominees.

"It's a lot tougher to change incumbent boards in Canada than I thought," Armoyan told reporters after the meeting. "No one wants to rock the boat in Canada."

Armoyan said he has learned from the experience and will do "whatever is needed" if Sherritt does not deliver.

Sherritt's chairman, Harold Stephen, said the proxy battle was an expensive distraction, but said the company has had more conversations with investors because of it and will benefit from that.

"I said to George right at the beginning, Look, no matter what the outcome is on this, if you are still a shareholder, we will meet with you and talk to you, listen to your ideas and give them due consideration, and that still stands," he said.

Shareholders affiliated with Armoyan, including Clarke, beneficially own some 5 percent of Sherritt, according to previous disclosures. (Reporting by Euan Rocha; Writing by Allison Martell; Editing by Leslie Adler)

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