Management Information Circular (2015)Full Document 

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LOGO

Management Information Circular
March 20, 2015
We create communities
STN
TSX-NYSE
Stantec


LOGO

Invitation to Shareholders 8
Notice of Annual General Meeting 9
Questions and Answers on Voting 10
Business of the Meeting 13
1 Financial Statements 13
2 Election of Directors 13
3 Appointment of Auditor 13
4 Nonbinding Advisory Vote on Executive Compensation 14
Nominees for Election to Board of Directors 15
Director Compensation 22
Compensation Philosophy and Approach 22
Components of Compensation 22
Directors’ Total Compensation for 2014 24
2015 Director Compensation Review 24
Board of Directors Information 25
Role and Duties of the Board of Directors 25
Corporate Governance Practices 26
Composition of the Board 27
Serving on Our Board 29
Committee Reports 32
Audit and Risk Committee 32
Corporate Governance and Compensation Committee 34
Executive Compensation Overview 36
Letter from the Corporate Governance and Compensation Committee 36
Compensation Discussion and Analysis 38
2014 Compensation Details 48
Employment Agreements 50
Additional Information 54
Currency 54
Stock Split 54
Interest of Certain Persons in Matters to be Acted Upon 54
2014 Shareholder Proposals 54
Continuous Disclosure 54
Shareholder Feedback 55
Directors’ Approval 55
Schedule A - Activities of the Audit and Risk Committee in 2014 56
Schedule B - Activities of the Corporate Governance and Compensation Committee in 2014 58
Schedule C - Stantec Long-Term Incentive Plan 59

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LOGO

Who is Stantec?
We’re active members of the communities we serve. That’s why at Stantec, we always design with community in mind.

Stantec Inc. 3


LOGO

How do we make a difference in the world?
By creating communities.
This is our purpose.
What do we stand for?
Design with community in mind.
This is our promise.

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LOGO

Stantec Inc. 5


LOGO

How do we act?
We achieve success by living our values.
We Put People First
We evolve by attracting talent and developing our people. We engage and develop leadership and focus on a diverse and inclusive work environment.
We Are Better Together
When we combine our strengths, we truly reach our full potential as an organization and as a trusted advisor to our clients.
We Do What Is Right
Our high standard of business practices is articulated in our project management frameworks, code of ethics, and policies and practices. Working with integrity is a promise we make to our clients, colleagues, and shareholders.
We Are Driven to Achieve
Achievement at every level begins and ends with a firm commitment to being the best that we can be. We are committed to being a top 10 global design firm and plan on achieving an average compound growth rate of 15%.

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LOGO

Stantec Inc. 7


Invitation to Shareholders

Dear Fellow Shareholder:

The Stantec board of directors and management team invite you to attend the annual general meeting of shareholders of Stantec Inc. Details of the meeting follow:

Date: Thursday, May 14, 2015

Time: 10:30 AM (MDT)

Place: Metropolitan Conference Centre

333 – 4th Avenue S.W.

Calgary, Alberta

During the meeting, we will review the Company’s 2014 operating and financial performance and outline our strategy going forward.

Enclosed in this package are the Notice of Meeting, Form of Proxy, and Management Information Circular. Please return the Form of Proxy as soon as possible to ensure that your vote is recorded.

Thank you for your continuing support.

Sincerely,

LOGO

LOGO

Aram Keith, Chair

Bob Gomes, P. Eng.

Board of Directors

President & CEO

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Notice of Annual General Meeting

Notice is hereby given that Stantec Inc. ("Stantec" or the "Company") will hold its annual general meeting of shareholders on Thursday, May 14, 2015, at the Metropolitan Conference Centre, 333 – 4th Avenue S.W., Calgary, Alberta. The meeting will be held to

1 Receive Stantec’s financial statements for the financial year ended December 31, 2014, together with the auditors’ report on those statements

2 Elect the directors of Stantec

3 Appoint the auditors of Stantec and authorize the directors to fix the auditors’ remuneration

4 Consider a nonbinding advisory resolution on Stantec’s approach to executive compensation

5 Transact any other business as may properly be brought before the meeting

The accompanying Management Information Circular contains additional information regarding these matters and forms part of this notice. Stantec’s 2014 audited financial statements are included in our 2014 Annual Report, which is available free of charge to shareholders upon request.

The board has fixed the close of business on March 20, 2015, as the record date for the determination of shareholders entitled to notice of and to vote at the meeting. Only shareholders of record on such date are entitled to vote on these matters at the meeting.

By order of the board of directors,

LOGO

Paul J. D. Alpern

Senior Vice President, Secretary and General Counsel

March 20, 2015

Stantec Inc. 9


Questions and Answers on Voting

Q. Who can attend and vote at the meeting?

If you hold common shares of Stantec as of the close of business on March 20, 2015, you have the right to attend the meeting and cast one vote for each common share that you hold.

Q. What items of business am I voting on?

You will be voting on

The election of Stantec’s directors

The appointment of Stantec’s auditors

A nonbinding advisory vote on Stantec’s approach to executive compensation

Please see the Business of the Meeting section of this circular for more information on these matters.

Q. Am I a registered or beneficial shareholder?

You are a registered shareholder if you hold any common shares in your own name.

You are a beneficial shareholder if

Your common shares are held by an intermediary, such as a bank, securities broker, trust company, trustee, or other nominee who holds your common shares on your behalf, or
You hold your common shares through Stantec’s Employee Share Purchase Plan, for which Manulife Financial is the trustee in Canada and Computershare Trust Company is the trustee in the United States

If you are not sure whether you are a registered or beneficial shareholder, please contact Computershare, Stantec’s transfer agent and registrar, at 1-800-564-6253 (North America) or 1-514-982-7555 (International).

Q. How can I vote if I am a registered shareholder?

As a registered shareholder, you can vote in any of the following ways:

A. By Proxy

Internet: Visit the website shown on your proxy form. Refer to your holder account number and control number shown on your proxy form, and follow the online instructions.
Telephone: Call the toll-free telephone number shown on your proxy form. Refer to your holder account number and control number shown on your proxy form, and follow the instructions. Note: You cannot appoint anyone other than Aram H. Keith or Robert J. Gomes as your proxy holder if you vote by phone.
Mail or hand delivery: Complete, sign, date, and return your proxy form in the envelope provided.
Appoint another person to attend the meeting to vote your shares for you: You can appoint someone else to represent you at the meeting. This person does not need to be a shareholder of Stantec but must attend the meeting to vote your shares. Complete your proxy form—on paper or online—by printing the person’s name in the space provided. Make sure that the person you appoint is aware that he or she has been appointed as your proxy holder and attends the meeting. When your proxy holder arrives at the meeting, he or she must register with a Computershare representative before entering the meeting.

B. In Person

Do not complete or return your proxy form; instead, simply attend the meeting where your vote will be taken and counted. When you arrive at the meeting, please register with a Computershare representative before entering the meeting.

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Q. How can I vote if I am a beneficial shareholder?

If you are a beneficial shareholder, you will receive all materials through an investment dealer or other intermediary. Carefully follow the intermediary’s procedures when completing your voting instruction form. Return the form promptly to ensure that your shares are voted at the meeting.

If you are a beneficial shareholder and want to vote in person at the meeting, insert your own name in the space provided on your voting instruction form, and carefully follow the instructions. When you arrive at the meeting, please register with a Computershare representative before entering the meeting.

Q. How can I vote if I am an employee shareholder?

If you hold shares through Stantec’s Employee Share Purchase Plan, you can direct the trustee of the plan (Manulife in Canada and Computershare in the United States) to vote your employee shares as you instruct. Provide instructions as follows:

Mail or hand delivery: Complete your proxy form following the instructions on it, and return it by mail or delivery.
Telephone: Call the toll-free telephone number shown on your proxy form. Refer to your holder account number and control number on your proxy form, and follow the instructions. Note: You cannot appoint anyone other than Aram H. Keith or Robert J. Gomes as your proxy holder if you vote by phone.
Internet: Visit the website shown on your proxy form. Refer to your holder account number and control number on your proxy form, and follow the online instructions.

Your employee shares will be voted for or against or will be withheld from voting only in accordance with your instructions. If your proxy form is not received by the plan’s trustees according to the above procedures, your employee shares will not be voted at the meeting.

Q. What does it mean to vote by proxy?

Voting by proxy means that you are giving the person or people named on your proxy form or voting instruction form the authority to vote your shares for you at the meeting according to your instructions. A proxy or voting instruction form has been included with this circular.

Q. Who is soliciting my proxy?

Stantec’s management is soliciting your proxy, and the costs for doing so (including the costs of mailing materials to our objecting beneficial owners) will be borne by Stantec. In addition to soliciting proxies by mail, employees of Stantec may also solicit proxies via telephone, email, or in person. If determined advisable, Stantec may retain an agency to solicit proxies for Stantec in Canada and the United States.

Q. How will my shares be voted if I return my proxy form?

By completing and returning a proxy form, you are authorizing the person or people named in your proxy to attend the meeting and vote your shares on each item of business that you are entitled to vote on according to your instructions. Note: If you have appointed Aram H. Keith or Robert J. Gomes as your proxy holder and you do not provide him with instructions, he will vote your shares as follows:

FOR electing each of the nominated directors listed in this circular
FOR appointing Ernst & Young LLP as auditors for the Company and authorizing the board to fix their remuneration
FOR accepting Stantec’s approach to executive compensation

If you are appointing someone else to vote your shares for you at the meeting, your proxy holder will vote your shares as he or she sees fit according to your voting instructions.

Q. What happens if there are amendments, variations, or other matters brought before the meeting?

The voting instructions you provide by proxy give discretionary authority to the person you appoint as proxy holder to vote as he or she sees fit (to the extent permitted by law) on any amendment or variation to any of the matters identified in the Notice of Meeting and on any other matter that may properly be brought before the meeting.

As of March 20, 2015, no director or executive officer of the Company was aware of any variation, amendment, or other matter to be presented for a vote at the meeting.

Stantec Inc. 11


Q. What is the deadline to return my proxy?

Regardless of the voting method you choose, your proxy form must be received before 10:30 AM (MDT) on Tuesday, May 12, 2015. If the meeting is adjourned or postponed, your proxy must be signed and received before 10:30 AM (MDT) on the second-last business day before the date of the reconvened meeting.

Q. If I change my mind, can I revoke my proxy once I have given it?

If you are a registered shareholder and have voted by proxy, you may revoke your proxy by providing new voting instructions on a proxy form with a later date or at a later time if you are voting by telephone or on the Internet. Any new voting instructions must be received by Computershare by 10:30 AM (MDT) on May 12, 2015 or, if the meeting is adjourned or postponed, by 10:30 AM (MDT) on the second-last business day before the date of the reconvened meeting. You may also revoke your proxy by delivering a revocation of proxy to the registered office of Stantec, to the attention of Stantec’s corporate secretary, at 10160 – 112 Street, Edmonton, Alberta, T5K 2L6, any time up to 10:30 AM (MDT) on May 13, 2015, or if the meeting is adjourned or postponed, by 10:30 AM (MDT) on the business day before the date of the reconvened meeting.

You may also revoke your proxy and vote in person at the meeting or any adjournment or postponement thereof by delivering a form of revocation of proxy to the chair of the meeting before the start of the meeting or before any adjournment or postponement. You may also revoke your proxy in any other manner permitted by law.

If you are a beneficial shareholder, you may revoke your voting instructions by contacting the person who serves your account. However, you are subject to the same time constraints as noted above for registered shareholders.

If you are an employee shareholder and you have voted by submitting your proxy, you may revoke it by providing new voting instructions with a later date or at a later time if you are voting by telephone or on the Internet. Any new voting instructions, however, will only take effect if received by 10:30 AM (MDT) on May 12, 2015 or, if the meeting is adjourned or postponed, by 10:30 AM (MDT) on the second-last business day before the date of the reconvened meeting.

Q. How many shares are entitled to vote at the meeting?

As of March 20, 2015, the Company had 93,917,773 common shares issued and outstanding. Each common share carries the right to one vote on each matter that comes before the meeting.

Q. What percentage of votes is required to approve the items of business to be voted on at the meeting?

A majority—over 50%—of the votes cast at the meeting is needed for approval of each item.

Q. Is my vote by proxy confidential?

Under normal conditions, confidentiality of voting is maintained because the Company’s transfer agent tabulates proxies and votes. However, confidentiality may be lost if a question arises about a proxy’s validity, revocation, or any other like matter. Loss of confidentiality may also occur if the board decides that disclosure is in the best interest of the Company or its shareholders.

Q. Who are the principal shareholders of the Company?

As at December 31, 2014, Fidelity (comprised of FMR LLC; FMR Co., Inc.; Pyramis Global Advisors (Canada) ULC; Pyramis Global Advisors Trust Company; Pyramis Global Advisors, LLC; and certain of its affiliates) held 9,478,820 common shares, representing 10.10% of the voting shares of Stantec.

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Business of the Meeting

1 Financial Statements

Our consolidated financial statements for the year ended December 31, 2014, together with the auditors’ report on those statements, will be placed before the meeting. Our financial statements are contained in our 2014 Annual Report, which is available on our website at www.stantec.com and on SEDAR at www.sedar.com. Our Form 40-F is available on EDGAR at www.sec.gov. You may obtain a free copy of any of these documents by making a request to our corporate secretary at 10160 – 112 Street, Edmonton, Alberta, T5K 2L6.

2 Election of Directors

Nine directors will stand for election at the meeting. Everyone nominated for election as a director is currently a member of our board. If any nominee is unable to serve as a director for any reason arising before the meeting, the person named in your proxy has the discretion to vote for another nominee at the meeting. Each director elected at the meeting will hold office until the next annual meeting of shareholders or until his or her successor is duly elected or appointed.

The director nominees follow:

Douglas K. Ammerman David L. Emerson Delores M. Etter
Anthony P. Franceschini Robert J. Gomes Susan E. Hartman
Aram H. Keith Donald J. Lowry Ivor M. Ruste

We believe that each person nominated is well qualified to be a director of Stantec. Each one has confirmed his or her willingness to serve if elected. The nominees’ qualifications and backgrounds are listed in the Nominees for Election to Board of Directors section of this circular.

Majority Voting for Directors

To ensure accountability to shareholders, the board has adopted a policy that requires any nominee who receives a greater number of votes "withheld" than votes "for" his or her election as a director to submit his or her resignation to the Corporate Governance and Compensation Committee of the board promptly following certification of the shareholder vote. The Corporate Governance and Compensation Committee will consider the resignation and recommend to the board whether or not to accept it. The board expects that resignations will be accepted unless extraordinary circumstances warrant a contrary decision. We will promptly publicly disclose the board’s decision and publish that decision in a report filed on SEDAR at www.sedar.com.

We recommend that you vote FOR the election of the nominees. Unless otherwise instructed, the management representatives designated in the enclosed proxy intend to vote FOR the election of the nominees listed above.

3 Appointment of Auditor

The board recommends that Ernst & Young LLP, Chartered Accountants, be reappointed as our auditor for the 2015 fiscal year. Ernst & Young LLP has served as our auditor since December 11, 1993.

We recommend that you vote FOR the reappointment of Ernst & Young LLP as our auditor to hold office until the close of the next annual shareholders’ meeting at remuneration to be fixed by the board. Unless otherwise instructed, the management representatives designated in the enclosed proxy intend to vote FOR such appointment.

Stantec Inc. 13


4 Nonbinding Advisory Vote on Executive Compensation

Our executive compensation philosophy, policies, and programs are designed to reinforce and strengthen our pay-for-performance culture—one that is driven to achieve long-term, sustained growth—by showing more clearly how we tie pay and performance together. Consistent with that approach, we believe that shareholders should have the opportunity to fully understand the objectives and philosophy that the board has used to make executive compensation decisions.

Before voting on this matter, we strongly encourage you to review the Executive Compensation Overview section of this Management Information Circular (beginning on page 36). Within this section, our compensation discussion and analysis sets out how we compensate our executives, what our named executive officers are paid, and how their level of compensation is determined. We invite any shareholder who has comments on our approach to executive compensation to forward these comments to Susan Hartman, chair of the Corporate Governance and Compensation Committee, care of Paul Alpern, corporate secretary, at

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