Form 6-K Atlas Corp. For: Sep 23

This report on Form 6-K of Atlas Corp., or this Report, is hereby incorporated by reference into: the Registration Statement of Atlas Corp. filed with the Securities and Exchange Commission, (the “SEC”), on May 30, 2008 on Form F-3D (Registration No. 333-151329), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on March 31, 2011 on Form S-8 (Registration No. 333-173207), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on June 20, 2013 on Form S-8 (Registration No. 333-189493), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 24, 2012 on Form F-3 (Registration No. 333-180895), as amended on March 22, 2013 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 29, 2014 on Form F-3 (Registration No. 333-195571), as amended on March 6, 2017, April 19, 2017 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on November 28, 2014 on Form F-3 (Registration No. 333-200639), as amended on March 6, 2017, April 19, 2017 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on November 28, 2014 on Form S-8 (Registration No. 333-200640), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on March 12, 2015 on Form F-3D (Registration No. 333-202698), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on June 24, 2016 on Form S-8 (Registration No. 333-212230), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on August 25, 2017 on Form F-3 (Registration No. 333-220176), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on December 21, 2017 on Form S-8 (Registration No. 333-222216), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 13, 2018 on Form F-3D (Registration No. 333-224291), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on April 13, 2018 on Form F-3 (Registration No. 333-224288), as amended on May 3, 2018, May 7, 2018 and February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on September 28, 2018 on Form F-3 (Registration No. 333-227597), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on January 18, 2019 on Form F-3 (Registration No. 333-229312), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on March 27, 2019 on Form F-3 (Registration No. 333-230524), as amended on February 28, 2020, the Registration Statement of Atlas Corp. filed with the SEC on May 11, 2020 on Form F-3 (Registration No. 333-238178), as supplemented on December 7, 2020, the Registration Statement of Atlas Corp. filed with the SEC on June 30, 2020 on Form S-8 (Registration No. 333-239578), the Registration Statement of Atlas Corp. filed with the SEC on March 19, 2021 on Form F-3 (Registration No. 333-254536), and the Registration Statement of Atlas Corp. filed with the SEC on July 16, 2021 on Form F-3 (Registration No. 333-257967).

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.

On behalf of the board of directors, it is my pleasure to extend to you an invitation to attend the 2021 annual meeting of shareholders of Atlas Corp. (“Atlas”) on November 2, 2021. The annual meeting will be held at:

The Notice of 2021 Annual Meeting and Proxy Statement are enclosed and describe the business to be transacted at the annual meeting and provide other information concerning Atlas. The principal business to be transacted at the annual meeting will be (1) the election of directors and (2) the ratification of the appointment of KPMG LLP, Chartered Professional Accountants, as Atlas’s independent auditors for the fiscal year ending December 31, 2021.

The board of directors unanimously recommends that shareholders vote “FOR” the election of the nominated directors and “FOR” the ratification of KPMG LLP, Chartered Professional Accountants, as our independent auditors.

We know that many of our shareholders will be unable to attend the annual meeting. Proxies are solicited so that each shareholder has an opportunity to vote on all matters that are scheduled to come before the annual meeting. Whether or not you plan to attend the annual meeting, we hope that you will have your shares represented by timely completing, signing, dating and returning your proxy card in the enclosed envelope or by casting your vote online or by telephone. You may, of course, attend the annual meeting and vote in person even if you have previously returned your proxy card.

Thank you for your ongoing investment in, and support of, Atlas as we continue to execute our enterprise strategy for long-term profitable growth and shareholder value.

We are committed to sound corporate governance principles. These principles contribute to our business success and are essential to maintaining our integrity in the marketplace. Our Corporate Governance Guidelines and Standards of Business Conduct Policy are available under “Corporate Governance” in the Investors section of our website at www.atlascorporation.com.

Atlas is the successor public company of Seaspan Corporation (“Seaspan”), which completed a holding company reorganization (the “Reorganization”) to become a wholly owned subsidiary of Atlas on February 27, 2020. Save for the addition of Alistair Buchanan as a director effective February 27, 2020, the composition of the Board for the remainder of 2020 was the same as Seaspan’s board of directors prior to the Reorganization.

In February 2021, Mr. Buchanan resigned as a director of Atlas. In July 2021, effective September 1, 2021, the Board appointed Katie Wade as a director to fill the vacancy created by Mr. Buchanan’s resignation. Today, the Board consists of eight members. Each member of the Board is elected or appointed, as applicable, to hold office until the next succeeding annual meeting of shareholders and until such director’s successor is elected and has been qualified. The chairman of the Board is David Sokol.

The Board has determined that each of the eight nominees for election as members of the Board, other than Bing Chen, has no material relationship with us, either directly or as a partner, shareholder or officer of an organization that has a relationship with us, and is, therefore, independent from management.

The independent directors on the Board considered the independence of Lawrence Chin in light of the fact that he serves as Chief Operating Officer of Hamblin Watsa Investment Counsel Ltd., a wholly owned subsidiary of Fairfax Financial Holdings Limited, our largest shareholder (“Fairfax”), as well as the independence of David Sokol and Lawrence Simkins, in light of their relationships with Dennis Washington, who controls entities that together represent our second largest shareholder, and determined that each of Messrs. Chin, Sokol and Simkins is an independent director in accordance with Atlas’s independent director standards. For additional information about the relationships of Messrs. Chin, Sokol and Simkins with our significant shareholders, please read “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” in our 2020 Annual Report on Form 20-F.

The Board currently has two committees, including an audit committee and a compensation and governance committee. The Board previously also had an executive committee; the executive committee was dissolved in March 2021. The membership of the audit committee and the compensation and governance committee during 2020 and as of the date hereof, and the function of each of the committees are described below. Each of our committees operates under a written charter adopted by the Board. The current committee charters are available under “Corporate Governance” in the Investors section of our website at www.atlascorporation.com.

During 2020, the Board held five meetings, the audit committee held five meetings and the compensation and governance committee held six meetings.

The audit committee of the Board is composed entirely of directors who satisfy applicable New York Stock Exchange (“NYSE”) and SEC audit committee independence standards. During 2020, the audit committee members were Nicholas Pitts-Tucker (chair), John Hsu, Stephen Wallace and (commencing April 30, 2020) Alistair Buchanan. Mr. Buchanan resigned from the Board in February 2021 and the audit committee is today comprised of the three remaining directors. All members of the committee are financially literate, and our Board determined that Mr. Pitts-Tucker qualifies as a financial expert. The audit committee assists our Board in fulfilling its responsibilities for general oversight of: (1) the integrity of our consolidated financial statements; (2) our compliance with legal and regulatory requirements; (3) the independent auditors’ qualifications and independence; (4) the performance of our internal audit function and independent auditors; and (5) potential conflicts and related party transactions.

The compensation and governance committee of the Board consists of Lawrence Simkins (chair), David Sokol and Lawrence Chin. The compensation and governance committee is tasked with: (1) reviewing, evaluating

and approving our agreements, plans, policies and programs to compensate our officers and directors; (2) reporting on executive compensation, which is included in our proxy statement; (3) otherwise discharging the Board’s responsibilities relating to the compensation of our officers and directors; (4) assisting the Board with corporate governance practices, evaluating director independence and conducting periodic performance evaluations of the members of the Board; and (5) performing such other functions as the Board may assign to the committee from time to time.

The report of the compensation and governance committee is included beginning on page 12 of this proxy statement and the report of the audit committee is included on page 20.

As a foreign private issuer, we are exempt from certain corporate governance rules that apply to U.S. domestic companies under NYSE listing standards. The significant ways in which our corporate governance practices differ from those followed by U.S. domestic companies are that (1) we are not required to obtain shareholder approval prior to the adoption of equity compensation plans or certain equity issuances, including, among others, issuing 20% or more of our outstanding common shares or voting power in a transaction, and (2) the Board, rather than a separate nominating committee of independent directors, evaluates and approves our director nominees.

Unlike U.S. domestic companies listed on the NYSE, foreign private issuers are not required to have a majority of independent directors and the standard for independence applicable to foreign private issuers may differ from the standard that is applicable to domestic issuers. The Board has determined that all of our directors, other than Bing Chen, satisfy the NYSE’s independence standards for domestic companies.

The Board will consider properly submitted shareholder nominations for Board candidates. In evaluating these nominations, the Board considers, among other things, the balance of reputation, knowledge, experience, diversity of viewpoints, background, experience and other demographics and capability on the Board. Any shareholder nominations proposed for consideration by the Board should include the nominee’s name and qualifications for Board membership as required by our bylaws and should be mailed or faxed, addressed to:

In addition, our bylaws permit shareholders to nominate directors for consideration at an annual shareholder meeting. For a description of the process for nominating directors in accordance with our bylaws, please see “Questions and Answers about the Proxy Materials and the Annual Meeting—What is the deadline to propose actions for consideration at next year’s annual meeting of shareholders or to nominate individuals to serve as directors?” on page 5.

Our independent directors may hold as many executive sessions each year as they deem appropriate.

Individuals may communicate with the Board by writing to it by mail or facsimile addressed to:

Communications that are intended specifically for independent directors should also be sent to the above address.

Please read “Item 6. Directors, Senior Management and Employees—A. Directors, Senior Management and Key Employees” in our 2020 Annual Report on Form 20-F for details regarding our executive officers.

From time to time, we have entered into agreements and have consummated transactions with certain related parties. These related party agreements and transactions have included agreements relating to the provision of services by certain of our directors and executive officers, the sale and purchase of our common and preferred equity securities, Seaspan’s private placement with affiliates of Fairfax in 2018 by which Fairfax became a related party as well as subsequent private placements with affiliates of Fairfax, our acquisition of APR Energy Limited and other matters. For more information on these agreements and transactions, please read “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions” in our 2020 Annual Report on Form 20-F.

Our non-employee directors receive cash and, as described below under “—Equity Incentive Plan,” equity-based compensation.

In 2020, each non-employee member of the Board, other than David Sokol, received the following annual retainers and fees. Each non-employee director received an annual cash retainer of US$70,000. The chair of the audit committee received an annual payment of US$20,000 and each other member of the audit committee received an annual payment of US$10,000 for the regular quarterly committee meetings. The chair of the compensation and governance committee received an annual payment of US$20,000 and each other member of the compensation and governance committee received an annual payment of US$10,000 for the regular quarterly committee meetings. Each audit committee member and each compensation and governance committee member also received a payment of US$1,500 for each additional committee meeting attended during the calendar year.

All annual cash retainers and payments are payable in equal quarterly installments. Non-employee directors, other than Mr. Sokol, who attend committee meetings (other than the regularly scheduled quarterly meetings) at the invitation of the chair of the committee, but who are not members of any such committee, also received a payment of US$1,500 per meeting.

Officers who also serve as directors do not receive compensation for their service as directors. Each director is reimbursed for out-of-pocket expenses incurred while attending any meeting of our Board or any committee.

For services during the year ended December 31, 2020, Atlas directors and management (14 people in 2020) received aggregate cash compensation of approximately US$5.2 million. We do not have a retirement plan for members of our management team or our directors.

The compensation amounts set forth above exclude equity-based compensation paid to our directors and management as described below.

In October 2017, Seaspan entered into an employment agreement with Mr. Bing Chen to serve as its chief executive officer; this agreement was amended in August 2018 (as amended and restated, the “Prior Employment Agreement”). For more information about the Prior Employment Agreement with Mr. Chen, please read “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Employment Agreement with CEO Bing Chen” in our 2019 Annual Report on Form 20-F.

In June 2020, effective as of January 1, 2021, Seaspan entered into an amended and restated executive employment agreement with Mr. Chen (the “Existing Employment Agreement”) to serve as chief executive officer of Seaspan. Pursuant to the Existing Employment Agreement, Mr. Chen also performs services for such other Atlas companies as may from time to time be requested by the Board, including but not limited to serving as chief executive officer of Atlas. Pursuant to the Existing Employment Agreement, Mr. Chen receives an annual base salary of US$950,000 and is eligible to receive annual performance-based cash and stock bonuses, each of up to 120% of base salary. In connection with the signing of the Existing Employment Agreement, Mr. Chen received a grant of 1,500,000 restricted stock units and a grant of stock options to acquire

1,500,000 common shares at a price of US$7.80 per share, each award vesting in equal tranches over five years commencing December 31, 2021. The restricted stock units and stock options are subject to certain “claw-back” rights should Mr. Chen’s employment be terminated in certain circumstances.

As with the Prior Employment Agreement, Mr. Chen will be entitled to severance payments (including partial vesting of restricted stock and stock options) of approximately one year of total compensation if we terminate the Existing Employment Agreement or his employment without “cause” or if he terminates his employment for “good reason”. The severance payments will increase to approximately two years of total compensation for any such terminations in connection with or within 12 months after a “change of control” (as defined in the Existing Employment Agreement).

Our senior management other than Mr. Chen, including Graham Talbot, Tina Lai, Karen Lawrie, Torsten Holst Pedersen, Sarah Pybus and Krista Yeung, have employment arrangements with Seaspan Ship Management Limited (“SSML”), a wholly owned subsidiary of Atlas.

Atlas has a Stock Incentive Plan (the “Plan”) which is administered by the Board and under which its officers, employees and directors may be granted options, restricted shares, phantom share units and other stock-based awards as determined by the Board/committee. Under the Plan, 10,000,000 common shares are reserved for issuance in connection with vested or exercised equity-based awards.

In January and February 2020, each of Atlas’s non-employee directors, other than Mr. Sokol, was awarded 8,582 restricted shares, which vested on January 1, 2021. In August 2020, Mr. Sokol, chairman of the Board, received a grant of 1,000,000 restricted shares which vested on December 31, 2020, subject to a “claw-back” period from January 1, 2021 to December 31, 2022.

In February 2020, Mr. Chen was granted 130,955 common shares, vesting in equal tranches over a three-year period commencing on the date of grant. In June 2020, Mr. Chen received a grant of 1,500,000 restricted stock units and a grant of stock options to acquire 1,500,000 common shares at a price of $7.80 per share, each award vesting in equal tranches over five years commencing December 31, 2021. The restricted stock units and stock options are subject to certain “claw-back” rights should Mr. Chen’s employment be terminated in certain circumstances. The stock options expire on June 24, 2030.

In 2020, Atlas also granted an aggregate 75,405 restricted stock units to executive officers, other than Mr. Chen, of which certain of these grants vested immediately, with the remainder vesting on February 28 of 2021 and 2022. In September 2020, 71,799 restricted stock units granted in 2019 and 2020 were forfeited.

SSML has a Cash and Equity Bonus Plan (“CEBP”) under which its key employees are eligible to receive awards comprised of 2/3 cash and 1/3 common shares under the Plan. The purpose of the CEBP is to align the interests of SSML’s management with the interests of Atlas. In 2020, under the CEBP, SSML granted 8,818 common shares to Atlas executive officers for the equity portion of the award.

In June 2020, Atlas established the Atlas Corp. Equity Bonus Plan (“EBP”) under which employees of Atlas and its subsidiaries who do not participate in the CEBP may receive equity bonus awards. Like the CEBP, the purpose of the EBP is to align the interests of Atlas personnel with the interests of Atlas.

Our executive compensation program is administered by the compensation and governance committee of the Board.

The compensation and governance committee is responsible for, among other things, reviewing and evaluating the executive compensation of our chief executive officer, our chief financial officer and other senior officers, and our directors. Generally, the goals of our compensation program are to:

Every two years, we survey the executive compensation practices of our industry peer groups. The level of executive compensation will be commensurate with our performance both within and outside our peer group.

Base pay is baseline cash compensation and is determined by the competitive market and individual performance. The base pay for our chief executive officer for 2020 was established by an employment agreement, as amended, between Seaspan and Mr. Chen (the “Prior Employment Agreement”). For more information about the Prior Employment Agreement with Mr. Chen, please read “Item 7. Major Shareholders and Related Party Transactions—B. Related Party Transactions—Employment Agreement with CEO Bing Chen” in our 2019 Annual Report on Form 20-F. For more information about our Existing Employment Agreement with Mr. Chen, please read “Compensation of Directors and Executive Officers—Employment Agreement with CEO Bing Chen” on page 10.

The base pay for our other executive officers is also established by employment agreements between each such officer and our subsidiary Seaspan Ship Management Ltd.

Our annual bonus program for our executive officers, including Mr. Chen, focuses on matching the reward with the individual’s performance and our financial performance in the fiscal year through comparison to established targets and the financial performance of peer companies. The bonus includes cash and stock-based compensation, which will be evaluated and determined by the compensation and governance committee in conjunction with the chief executive officer.

The Plan is intended to promote our interests by encouraging employees, consultants and directors to acquire or increase their equity interest in us and to provide a means whereby they may develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to remain with and devote their best efforts to our business, thereby advancing our interests and the interests of our shareholders. The Plan is also intended to enhance our ability to attract and retain the services of individuals who are essential for our growth and profitability.

The undersigned members of the Compensation and Governance Committee have submitted this Report of the Compensation and Governance Committee to the Board.

The following table sets forth information regarding beneficial ownership of our common shares as of September 10, 2021 (except as otherwise noted) by:

The information presented in the table is based on information filed with the SEC and information provided to Atlas on or before September 10, 2021.

The number of shares beneficially owned by each person, entity, director or executive officer is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules, a person or entity beneficially owns any shares as to which the person or entity has or shares voting or investment power. In addition, a person or entity beneficially owns any shares that the person or entity has the right to acquire as of November 9, 2021 (60 days after September 10, 2021). Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table.

The Board currently consists of eight members. At the 2021 annual meeting, eight directors will be elected to serve for one-year terms until the 2022 annual meeting and until their successors are elected and have been qualified. The nominees for election at the 2021 annual shareholder meeting are set forth below. Votes may not be cast at the 2021 annual shareholder meeting for a greater number of director nominees than eight.

Information regarding the business experience of each nominee is provided below. There are no family relationships among our executive officers and directors.

If you sign your proxy or voting instruction card but do not give instructions for the voting of directors, your shares will be voted “FOR” the persons recommended by the Board. If you wish to give specific instructions for the voting of directors, you may do so by indicating your instructions on your proxy or voting instruction card.

The eight persons receiving the highest number of “FOR” votes represented by our common shares, present in person or represented by proxy and entitled to be voted at the annual meeting, will be elected.

The Board expects that all nominees will be available to serve as directors. If, for any unforeseen reason, any of the Board’s nominees are not available as a candidate for director, the proxyholders, Bing Chen, Graham Talbot and Karen Lawrie, or any of them, will vote your proxy for such other candidate or candidates as may be nominated by the Board, unless the Board chooses to reduce the number of directors on the Board.

Nominees Lawrence Chin and Stephen Wallace have been designated for election to the Board by certain affiliates of Fairfax, pursuant to rights granted to such investors under the subscription and exchange agreement pursuant to which we completed an exchange (the “Exchange”) of an aggregate of $300,000,000 of senior notes of Seaspan, which were held by certain affiliates of Fairfax, for 12,000,000 Series J preferred shares and 1,000,000 warrants to purchase common shares of the Company. For additional information about the Exchange, please read our Report on Form 6-K furnished to the SEC on June 14, 2021.

The audit committee of the Board has appointed KPMG LLP, Chartered Professional Accountants, to audit our consolidated financial statements for the fiscal year ending December 31, 2021. KPMG LLP, Chartered Professional Accountants, examined our consolidated financial statements for the fiscal years ended December 31, 2020 and December 31, 2019 and also provided certain tax services during the fiscal years ended December 31, 2020 and December 31, 2019. Please read “Principal Accountant Fees and Services” on page 19.

The Board recommends a vote “FOR” the ratification of the appointment of KPMG LLP, Chartered Professional Accountants, as Atlas’s independent auditors for the fiscal year ending December 31, 2021. If the appointment is not ratified, the audit committee of the Board will consider whether we should retain this firm as Atlas’s independent auditors.

Ratification of the appointment of KPMG LLP, Chartered Professional Accountants, as our independent auditors for the fiscal year ending December 31, 2021, requires the affirmative vote of a majority of our common shares present in person or represented by proxy and entitled to be voted at the meeting.

Our principal accountant for 2020 was KPMG LLP, Chartered Professional Accountants.

In 2020 and 2019, the fees (expressed in millions of United States dollars) billed to us by the accountants for services rendered were as follows:

Audit fees for 2020 include fees related to our annual audit, quarterly reviews, and accounting consultations. The 2020 fees also include audit related fees for various registration statements and securities offerings. The fees for 2020 include the audits for various APR Energy subsidiaries and the audit of the purchase price allocation for the acquisition of APR Energy.

Audit fees for 2019 include fees related to our annual audit, quarterly reviews and accounting consultations and audit related fees that relate to various registration statements.

Tax fees for 2020 and 2019 were primarily for tax consultation services related to general tax consultation services and tax compliance, including preparation of corporate income tax returns. The fees for 2020 include tax compliance and advisory related to APR Energy.

No other fees for 2020 or 2019 were paid to our principal accountants.

The audit committee has the authority to pre-approve permissible audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees. Engagements for proposed services either may be separately pre-approved by the audit committee or entered into pursuant to detailed pre-approval policies and procedures established by the audit committee, as long as the audit committee is informed on a timely basis of any engagement entered into on that basis. The audit committee separately pre-approved all engagements and fees paid to our principal accountant in 2020 and 2019.

The audit committee of the Board assists the Board in fulfilling its responsibilities for oversight of:

The audit committee manages our relationship with our internal auditors and our independent auditors, who both report directly to the audit committee. The audit committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors as the audit committee deems necessary to carry out its duties and to receive appropriate funding, as determined by the audit committee, from us for such advice and assistance.

Our management has primary responsibility for preparing our consolidated financial statements and for our financial reporting process. Our independent auditors, KPMG LLP, Chartered Professional Accountants, are responsible for expressing an opinion on the conformity of our audited consolidated financial statements with accounting principles generally accepted in the United States.

In this context, the audit committee reports as follows:

The undersigned members of the audit committee have submitted this Report of the Audit Committee to the Board.