Management Information Circular
We create communities
Invitation to Shareholders 8
Notice of Annual
General Meeting 9
Questions and Answers on Voting 10
Business of the Meeting
1 Financial Statements 13
2 Election of Directors 13
3 Appointment of Auditor 13
4 Nonbinding Advisory Vote on Executive Compensation
Nominees for Election to Board of Directors 15
Compensation Philosophy and Approach 22
Components of Compensation
Directors Total Compensation for 2014 24
2015 Director Compensation
Board of Directors Information 25
Role and Duties of the Board of
Corporate Governance Practices 26
Composition of the Board
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
Compensation Discussion and Analysis 38
2014 Compensation Details
Employment Agreements 50
Additional Information 54
Stock Split 54
Interest of Certain Persons in Matters to be Acted Upon 54
2014 Shareholder Proposals
Continuous Disclosure 54
Shareholder Feedback 55
Directors Approval 55
Schedule A - Activities of the Audit and Risk Committee in 2014
Schedule B - Activities of the Corporate Governance and Compensation Committee in 2014 58
Schedule C - Stantec Long-Term Incentive Plan 59
2 2015 Management Information Circular
Who is Stantec?
Were active members of the
communities we serve. Thats why at Stantec, we always design with community in mind.
How do we make a difference in the world?
This is our purpose.
What do we stand for?
Design with community in mind.
This is our promise.
4 2015 Management Information Circular
How do we act?
We achieve success by living our
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.
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%.
6 2015 Management Information Circular
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.
During the meeting, we will review the Companys 2014 operating and financial performance and outline our strategy
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
Aram Keith, Chair
Bob Gomes, P. Eng.
Board of Directors
President & CEO
8 2015 Management Information Circular
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
||Receive Stantecs financial statements for the financial year ended December 31, 2014, together with the auditors report on those statements
||Elect the directors of Stantec
||Appoint the auditors of Stantec and authorize the directors to fix the auditors remuneration
||Consider a nonbinding advisory resolution on Stantecs approach to executive compensation
||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. Stantecs 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,
Paul J. D. Alpern
Senior Vice President, Secretary and General
March 20, 2015
Questions and Answers on Voting
10 2015 Management Information Circular
12 2015 Management Information Circular
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.
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 boards 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.
4 Nonbinding Advisory Vote on Executive Compensation
Our executive compensation philosophy, policies, and programs are designed to reinforce and strengthen our
pay-for-performance cultureone that is driven to achieve long-term, sustained growthby 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