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, 37,007,981 shares of Teekay Tankers Class B common stock and 40,290,460 shares of Teekay Tankers Class A common stock, representing a 28.8% ownership interest in Teekay Tankers and 54.1% 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 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 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, then this business opportunity provision
of Teekay Tankers articles of incorporation will terminate.
Teekay Tankers Executive Officers and Certain of its Directors
Kenneth Hvid, one of Teekay Tankers directors, is also President and Chief Executive Officer of Teekay Corporation and serves as a
director of the general partner of Teekay Corporations publicly-listed subsidiary Teekay LNG Partners L.P. and of its publicly-listed affiliate Teekay Offshore Partners L.P. Mr. Hvid will become a director of Teekay Corporation following
its 2019 annual meeting.
Bjorn Moller, one of Teekay Tankers directors who is not standing for
re-election
at the 2019 annual meeting, is also a director of Teekay Corporation and of Kattegat Limited, the parent company of Resolute Investments, Ltd., the largest shareholder of Teekay Corporation. Until
March 2011, he was also the Chief Executive Officer of Teekay Tankers, the Chief Executive Officer of Teekay Corporation and a director of each of Teekay Offshore GP L.L.C. and Teekay GP L.L.C., the general partners of Teekay Offshore Partners L.P.
and Teekay LNG Partners L.P., respectively.
Kevin Mackay, Teekay Tankers President and Chief Executive Officer, is also the Chief
Executive Officer of the Manager and is 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.
Arthur Bensler, Teekay Tankers Chairman and director, is also Executive Vice President, General Counsel and Corporate
Secretary of Teekay Corporation.
Stewart Andrade, Teekay Tankers Chief Financial Officer, is also Vice President, Strategy and
Business Development of Teekay Corporation.
David Schellenberg, a director nominee, is also a director of Teekay Corporation.
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