Boardroom Advisory Experts

Kingsdale Advisors is a strategic shareholder and corporate governance advisory firm that provides shareholder and governance strategy to boards and management of public companies to secure investor support for routine annual meetings, complex transactions, and contested situations. Founded in 2003 and headquartered in Canada with operations in the United States, Kingsdale is the pioneer in Canadian shareholder and governance advisory.

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The firm has counselled hundreds of Canadian boards and secured over a billion shareholder votes for North American issuers since 2003. Its work spans shareholder advisory, governance advisory, proxy solicitation, M&A advisory, board preparedness, corporate actions, and institutional and retail shareholder engagement, delivered by specialist teams working together under one roof.

A proxy advisor, such as ISS or Glass Lewis, researches a company’s proposals and issues voting recommendations to institutional investors. A proxy solicitor, such as Kingsdale, works directly for the issuer, or in some cases a dissident, to secure the votes needed for a specific outcome. The two roles connect closely in practice, and this is where Kingsdale’s integrated model stands apart.

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Kingsdale’s Governance Advisory practice engages ISS and Glass Lewis year-round to understand what it takes to secure favourable recommendations, while the proxy solicitation team runs the outreach and shareholder engagement that converts those recommendations, and broader shareholder sentiment, into actual votes. Few firms operate both functions under one roof the way Kingsdale does.

Kingsdale Advisors is ranked the #1 company-side proxy solicitor in Canada, according to the Bloomberg Global Shareholder Activism League Tables FY2025 and the LSEG Global Shareholder Activism Review FY2025, and in nearly every year before that since the first activism league tables.

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Over the years, Kingsdale has consistently ranked among the Top 10 company-side proxy solicitors globally by both Bloomberg and LSEG. The firm has secured over a billion shareholder votes for corporate directors and management resolutions since 2003 and reported a 100% success rate for management mandates during the 2025 and 2026 proxy seasons.

Kingsdale Advisors should be a board or management team’s first call for shareholder and governance matters, before shareholder risk becomes visible. Business leaders turn to the firm long before risk turns real, because spotting signals while positions are still forming gives a board real room to act.

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By the time an activist appears, a negative ISS or Glass Lewis recommendation lands, or a vote count comes in short, a board’s options have usually narrowed. Kingsdale’s Board Advisory and Preparedness service is designed for this earlier stage, identifying and closing governance gaps before they can be used against the board.

No. While Kingsdale is well known for defending boards against shareholder activism, hostile bids, contested M&A, negative recommendations from ISS or Glass Lewis, and situations where one or more directors are targeted, most of its work is preparing clients to prevent these battles rather than fight them. Kingsdale helps boards avoid attracting activist investors or unwanted public attention by addressing governance risks early, before a board’s options shrink to whatever is left on the table.

Kingsdale works with boards to prevent shareholder battles before they begin. It functions as a stress test for a board, its disclosures, and its resilience to potential threats. Kingsdale assesses the board’s position and delivers an action plan covering every dimension of corporate governance.

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Director Standing, Board Resilience Review, Director Briefing Series, Board-led Shareholder Engagement Strategy, Investor and Market Intelligence, and a Decision Framework are some of what this includes. It is designed to complement, not replace, a board’s other advisors, and draws on experience from hundreds of boards and over a billion votes secured since 2003.

In Kingsdale’s experience, the most common lightning rods for shareholder scrutiny are say-on-pay (executive compensation), board refreshment and tenure, board skills metrics, and board diversity. These issues draw attention because they relate directly to a board’s skill sets and risk management. These are largely avoidable. When a board addresses these early it preserves its options, whereas by the time others raise the gaps the board’s choices have usually narrowed to whatever is left on the table.

Kingsdale’s Governance Advisory practice helps issuers secure favourable recommendations from the two major proxy advisory firms, ISS and Glass Lewis, whose judgments often determine whether a transaction or resolution succeeds. The practice is led by senior advisors who have authored, reviewed, and influenced multiple M&A and proxy advisory reports.

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Kingsdale engages ISS and Glass Lewis year-round, interprets their policies, corrects inaccuracies, and frames disclosure to align with proxy advisor criteria. When a negative recommendation is in play, its governance, proxy solicitation, and communications teams take the case directly to shareholders.

In mergers and acquisitions, Kingsdale provides M&A advisory and shareholder support to win the votes that determine whether a deal closes. The firm has advised on transactions worth hundreds of billions of dollars across small, mid, and large-cap companies, including deals facing activist pressure, hostile bids, and negative proxy advisor recommendations. Its M&A work integrates four functions – Shareholder Advisory (identifying and preparing for potential risks), Governance Advisory (positioning the deal with institutional investors, ISS and Glass Lewis), Outreach and Proxy Solicitation (converting transaction rationale into votes), and Depositary or Settlement Advisory (executing voting, custody, and settlement from announcement).

Kingsdale has acted on many of the largest M&A transactions involving Canadian issuers. Recent examples include Parkland’s USD 9.1 billion plan of arrangement with Sunoco LP (2025), Canadian Western Bank’s transaction with National Bank of Canada (2024), MAG Silver Corp.’s USD 2.1 billion arrangement with Pan American Silver (2025), InterRent REIT’s CAD 4 billion sale to CLV Group and GIC Real Estate (2025), ISC’s CAD 1.2 billion take-private by Plenary Americas (2026) and many more. Collectively, the firm has advised on transactions worth hundreds of billions of dollars.

Kingsdale Advisors advises public companies across virtually every major sector and at every scale from small to large-cap, including Communication Services, Consumer Discretionary, Consumer Staples, Energy, Financials, Health Care, Industrials, Information Technology, Materials, Real Estate, and Utilities. This breadth reflects Kingsdale’s core strength, which is shareholder and governance dynamics are driven by a company's ownership base and situation, not its industry, so the firm's expertise travels across sectors rather than being confined to one.

Kingsdale delivered a 100% success rate on management mandates during the 2025 and 2026 proxy seasons. Since 2003, the firm has counselled hundreds of boards in Canada and the United States, secured over a billion shareholder votes in support of corporate directors and management resolutions, and has advised on transactions worth hundreds of billions of dollars. Bloomberg ranked Kingsdale the #1 company-side proxy solicitor in Canada for FY 2021, FY 2022, FY 2023, FY 2025. Over the years, Bloomberg and LSEG have consistently ranked Kingsdale as a Top 10 company-side proxy solicitor globally.

Kingsdale operates as a single integrated team across shareholder strategy, governance advisory, proxy solicitation, corporate actions, and shareholder engagement, with no handoffs between functions. Its differentiators include a multidisciplinary team of professionals, a governance practice co-led by former ISS leadership, an in-house engagement centre rather than an outsourced call centre, a transparent fee structure, and proprietary databases covering institutional voting records, activist and hedge fund profiles, and threat analysis. The firm advises boards early, before shareholder risk materializes.

Kingsdale handles a full range of shareholder meetings and corporate situations, including annual and special meetings (single or multiple share classes), note holder and debenture holder meetings, rescue meetings, hostile bids (both offence and defence), say-on-pay and other contested votes, and shareholder activism campaigns. Its broader services span defensive advisory, M&A, governance advisory and analytics, ESG advisory, and corporate actions such as information agent, paying agent, escrow, depositary agent, asset reclamation, and odd-lot tender programs.

Kingsdale's fees are scoped to the mandate, not pulled from a rate card, and are always agreed upfront with no hidden costs. Pricing depends on four things: the type of situation (a routine AGM, a special meeting for a transaction, or a contested fight), the size and composition of the shareholder base, the services engaged (proxy solicitation alone versus an integrated mandate including governance advisory, defence strategy, and corporate actions), and the timeline.

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A routine AGM solicitation is a modest, predictable engagement, while contested situations and large M&A mandates are scoped to the intensity of the fight or transaction. Solicitation fees for Canadian issuers are typically disclosed in the management information circular.

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Every engagement begins with a confidential conversation and a clear, fixed scope, so you know the full cost before you commit. 

Proxy solicitation is the process of contacting a company’s shareholders to secure their votes on a resolution, director election, or transaction. It is the first service Kingsdale launched. The firm tailors messaging to institutional and retail investors separately, runs multilingual campaigns across time zones, and identifies shareholders on and off the register using proprietary research and broker, arbitrage, and hedge fund networks. The firm has even invested in an in-house engagement centre rather than using an outsourced call centre, which lets it control messaging, track shareholder sentiment daily, and adjust campaigns in real time. Kingsdale is the #1 company-side proxy solicitor in Canada per the Bloomberg Global Shareholder Activism League Tables in FY2021, FY2022, FY2023, and FY2025, and the LSEG Global Shareholder Activism Review FY 2025.

Kingsdale Advisors is headquartered in Toronto, with operations across Canada and the United States. The firm advises public companies listed on North American exchanges including TSX, TSXV, NYSE and Nasdaq. For nearly a quarter of a century, Kingsdale has brought confidence to hundreds of North American issuers through its expertise and advisory services.

Kingsdale Advisors was founded in 2003 by Wes Hall, who serves as Founder and CEO and has been recognised by The Globe and Mail as one of Canada's most influential powerbrokers. The senior leadership team includes Aaron Boles (President), Victor Li (Executive Vice President, Governance Advisory, and a former ISS insider), and Sylvia Hermina (Senior Vice President, United States). The firm employs a multidisciplinary team of professionals across shareholder advisory, governance advisory, proxy solicitation, institutional and retail shareholder engagement, and corporate actions including asset reclamation and escrow services.

Kingsdale engages institutional and retail shareholders through a mix of unique approaches perfected over the past two decades. Kingsdale has even invested in an in-house engagement centre paired with an omni-channel communications approach combining voice, text, email, chat, and print. Recognizing that investors increasingly ignore traditional mail and email, the firm uses direct-to-investor digital tools such as text-delivered video, QR-enabled content, custom AGM microsites, and click-to-vote features to drive participation. Campaigns are multilingual (English, French and Spanish) and run across time zones, with daily sentiment tracking and vote projections that keep management informed at every stage.

Yes. Where there is no conflict of interest, Kingsdale works with both established shareholder activists and first-time dissidents. One of its biggest early proxy fight wins was working with Bill Ackman’s Pershing Square in its landmark 2012 contest at Canadian Pacific (CP) Rail, which won board seats for Pershing’s slate and led to the replacement of CP’s CEO and chair.

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In recent years, Kingsdale advised co-founders Jesse and Joel Stanley in a successful withhold campaign against directors at Charlotte’s Web Holdings that led to a change of CEO, and advised Adam Arviv’s KAOS Capital, which secured a refreshment of the WonderFi board through a cooperation agreement.

Getting started is straightforward. Reach out directly for a confidential conversation about your situation, whether you are preparing for a routine annual meeting, facing a contested vote, or considering how to hire a proxy solicitor for the first time. Kingsdale can be reached in Canada at 416-644-4031, in the United States at 646-810-6140, or by email at strategy @ kingsdaleadvisors.com. A senior Kingsdale executive will connect with you and recommend the right combination of shareholder advisory, governance advisory, proxy solicitation services or M&A advisory based on your organization’s specific needs.