Alimentation Couche-Tard Eyes Record Żabka Deal as Shareholders Back Growth Strategy

Alimentation Couche-Tard (TSE:ATD) shareholders approved the company’s auditor appointment, director slate and executive compensation approach at its annual meeting, while rejecting three shareholder proposals submitted by MÉDAC, the Mouvement d’éducation et de défense des actionnaires.

Founder and Executive Chairman Alain Bouchard said the company navigated a challenging environment marked by geopolitical uncertainty and pressure on consumer budgets. He emphasized the retailer’s decentralized operating model, which places decision-making close to local customers and communities, and credited store teams for the company’s resilience.

“Retail is at its core a people business,” Bouchard said, pointing to the company’s focus on stores being clean, customer-ready and staffed by teams that provide friendly service. He also noted that the company received Gallup’s Exceptional Workplace Award for a fifth consecutive year, including recognition “with distinction” this year.

Shareholders Approve Annual Meeting Items

Shareholders approved the appointment of PricewaterhouseCoopers as the company’s auditor until the next annual meeting and authorized the board to set the auditor’s compensation.

All 16 nominees were elected to the board, including Bouchard, President and CEO Alex Miller, Louis Vachon, Jean Bernier, Karinne Bouchard, Eric Boyko, Marie-Ève D’Amours, Janice Fields, Eric Fortin, Richard Fortin, Stephen Harper, Mélanie Kau, Marie-Josée Lamothe, Monique Leroux, Réal Plourde and Louis Têtu.

The company’s nonbinding advisory vote on executive compensation was also approved. The three MÉDAC proposals, concerning shareholder engagement, the format of annual meetings and an advisory vote on environmental policies, were rejected. The company said detailed voting results would be made available on its website and SEDAR+.

Core + More Strategy Targets Convenience Categories and Growth

Miller said the company’s refreshed Core + More strategy, introduced in February, focuses on categories in which customers rely on the company most: fuel, nicotine and beverages, which the company refers to as “thirst.” The strategy also calls for investment in food, network development, e-mobility and car wash, supported by supply-chain, digital, data and technology capabilities.

The CEO said Alimentation Couche-Tard recorded same-store sales growth in the U.S., Canada and Europe during the year and outperformed the broader convenience industry. He said the company sold more than 40 million food bundles in the U.S. and introduced those bundles in Canada and Europe.

In loyalty, Miller said the Inner Circle program expanded to 5,000 U.S. stores and exceeded 15 million members. The company also completed the rollout of Extra 2.0 across its legacy Europe business.

In e-mobility, Couche-Tard surpassed 4,000 charge points in Europe and processed more than 8 million charging transactions during the year, according to Miller. The company added or improved 130 sites in its network and is planning to add 750 new sites by 2030.

Miller also said the company opened three new U.S. distribution centers, expanding its self-distribution network to support more than 3,200 stores.

Żabka Deal Would Be Largest Acquisition in Company History

Management highlighted the company’s planned acquisition of a controlling stake in Żabka Group, Poland’s largest convenience retailer. Couche-Tard announced the transaction in late July and expects to complete it by the end of the calendar year, subject to regulatory approvals.

Żabka operates more than 13,000 stores and has an entrepreneurial franchise model, Miller said. Chief Financial Officer Filipe Da Silva said Couche-Tard’s voluntary tender offer to acquire all Żabka shares represents an equity value of approximately $8.6 billion.

Da Silva said shareholders and managers representing about 57% of Żabka’s outstanding shares had provided irrevocable commitments to tender their shares. On a pro forma basis, the combined businesses would generate about $84 billion in revenue and $7.8 billion in adjusted EBITDA, he said.

The company has identified $250 million in synergies expected to be achieved by the third year after closing. Da Silva said Couche-Tard expects the deal to contribute to adjusted EBITDA from the second year and to affect earnings per share by the second year, with pro forma leverage of about three times at closing and no expected impact on its credit rating.

Financial Performance

Da Silva said total gross profit grew at a 9% annualized rate since 2016 and increased 11% in fiscal 2026 to nearly $14.5 billion. EBITDA rose 18.2% from the prior year to more than $7 billion, while the company generated more than $3.1 billion in cash flows.

Since 2016, EBITDA has grown at an annualized rate of 11.7%, while adjusted diluted earnings per share increased at an 11.5% annualized rate to $3.10, according to Da Silva. Return on capital employed was 13.7% in fiscal 2026.

The CFO also said Couche-Tard has increased its dividend every year since its first dividend payment in November 2005. He cited a quarterly dividend increase of 10.5%, describing it as part of the company’s long-term commitment to shareholder returns.

About Alimentation Couche-Tard (TSE:ATD)

Alimentation Couche-Tard Inc operates a network of convenience stores across North America, Ireland, Scandinavia, Poland, the Baltics, and Russia. The company primarily generates income through the sale of tobacco products, groceries, beverages, fresh food, quick service restaurants, car wash services, other retail products and services, road transportation fuel, stationary energy, marine fuel, and chemicals. In addition, the company operates more stores under the Circle K banner in other countries such as China, Egypt, and Malaysia.