CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
Teekay Tankers has relationships or is a party to transactions with Teekay Corporation and certain of its subsidiaries. These and other relationships and
transactions are described below.
Teekay Corporations Ownership Interest and Voting Control; Renunciation of Business Opportunities in Favor
of Teekay Corporation
As of the date of this proxy statement, Teekay Corporation owns, directly or indirectly, 4,625,997 shares of Teekay
Tankers Class B common stock and 5,036,306 shares of Teekay Tankers Class A common stock, representing a 28.5% ownership interest in Teekay Tankers and 53.7% of the aggregate voting power of Teekay Tankers outstanding
shares of common stock. Please read Common Stock Ownership of Certain Beneficial Owners and Management for more information.
Teekay
Tankers Class B common stock has five votes per share, subject to a 49% aggregate Class B common stock voting power maximum, while Teekay Tankers Class A common stock has one vote per share. Except as otherwise provided by the
Marshall Islands Business Corporations Act, holders of shares of Class A common stock and Class B common stock vote together as a single class on all matters submitted to a vote of shareholders, including the election of directors. Teekay
Corporation currently controls all of Teekay Tankers outstanding Class B common stock and holds additional shares of Class A common stock. Because of Teekay Tankers dual-class structure, Teekay Corporation may continue to
control all matters submitted to Teekay Tankers shareholders for approval even if it and its affiliates own significantly less than 50% of the shares of Teekay Tankers outstanding common stock.
Teekay Tankers articles of incorporation renounce in favor of Teekay Corporation business opportunities that may be attractive to both Teekay
Corporation and Teekay Tankers. This provision effectively limits the fiduciary duties Teekay Tankers, or its shareholders otherwise may be owed regarding these business opportunities by the Teekay Tankers directors and officers who also serve as
directors or officers of Teekay Corporation or its other affiliates. If Teekay Corporation or its affiliates (other than Teekay Tankers and its subsidiaries) no longer beneficially own shares representing at least 20% of the total voting power of
Teekay Tankers outstanding capital stock and no person who is an officer or director of Teekay Tankers is also an officer or director of Teekay Corporation or its other affiliates (other than Teekay Tankers and its subsidiaries), then this
business opportunity provision of Teekay Tankers articles of incorporation will terminate.
Teekay Tankers Executive Officers and
Certain of its Directors
Kenneth Hvid, Teekay Tankers Chair and one of its directors, is also a director and President and Chief Executive
Officer of Teekay Corporation.
David Schellenberg, one of Teekay Tankers directors, is also a director and Chair of Teekay Corporation.
Peter Antturi, one of Teekay Tankers directors, is also a director of Teekay Corporation and serves as an executive officer and director of Teekay
Corporations largest shareholder, Resolute, as well as other subsidiaries and affiliates of Kattegat Limited, a parent company of Resolute.
Kevin
Mackay, Teekay Tankers President and Chief Executive Officer, is also a member of Teekay Corporations executive team and leads a global network of commercial offices in Asia, Europe, and North America, with the responsibility of
marketing Teekays fleet of conventional tankers.
Stewart Andrade, Teekay Tankers Chief Financial Officer, is also Vice President, Strategy
and Business Development of Teekay Corporation.
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