SCHEDULE 13D/A: Thomson Reuters Controlling Shareholders Update Board Nominations and Ownership Structure in Latest SEC Filing

Thomson Investments Limited and The Woodbridge Company Limited, key shareholders of Thomson Reuters, have filed an updated Schedule 13D, detailing board nominations and confirming their continued controlling interest in the company.

Summary

• Thomson Investments Limited beneficially owns 313,508,841 Common Shares of Thomson Reuters Corporation, representing approximately 69.6% of the outstanding Common Shares.
• The Woodbridge Company Limited, a private company and primary investment vehicle for the Thomson family, beneficially owns 300,551,801 Common Shares, representing approximately 66.7% of the outstanding Common Shares.
• The total outstanding Common Shares of Thomson Reuters Corporation were 450,424,766 as of March 31, 2025.
• W. Edmund Clark, C.M. will complete his service on the Thomson Reuters board of directors at the upcoming 2025 annual meeting of shareholders (AGM).
• Michael Friisdahl and Paul Sagan have been nominated for election to the Thomson Reuters' board of directors as representatives of Woodbridge.
• Woodbridge plans to enter into an Advisor Agreement with Paul Sagan, where he will serve as Woodbridge's director nominee and provide advisory services for compensation.
• The Reporting Persons, including Thomson Investments Limited and Woodbridge, intend to maintain their controlling interest in Thomson Reuters.
• Minor share acquisitions occurred in the past 60 days, including 1396164 Ontario Limited acquiring 43,662 Common Shares via the Dividend Reinvestment Plan (DRIP) on March 10, 2025.
• DKRT Family Corp. acquired 4 Common Shares for CAD$920.96 and PJT Investments Corp. acquired 4 Common Shares for CAD$920.96 on April 9, 2025.
• Peter J. Thomson acquired 77 Common Shares as director compensation on March 17, 2025.
• David K.R. Thomson and Peter J. Thomson have surrendered their vested and unvested Options from The Woodbridge Company Limited 2000 Stock Incentive Plan as of April 10, 2025.
• David K.R. Thomson holds 129,340 Deferred Share Units (DSUs) and Peter J. Thomson holds 16,643 DSUs as of April 10, 2025, which are fully vested and will be settled in Common Shares or cash after board service termination.

Sentiment

Score: 7

Explanation: The filing indicates stability in the controlling ownership of Thomson Reuters and outlines planned board changes, which are routine governance matters. There are no adverse financial or operational disclosures, suggesting a neutral to slightly positive outlook due to continued stability.

Positives

• The Thomson family, through Thomson Investments Limited and Woodbridge, plans to maintain its controlling interest in Thomson Reuters, indicating long-term stability in ownership and strategic direction.
• The nomination of Michael Friisdahl and Paul Sagan to the board, following a search by Woodbridge and Thomson Reuters, suggests a proactive approach to board refreshment and potentially bringing new expertise.

Risks

• Certain Reporting Persons have pledged 2,839,678 Common Shares to Royal Bank of Canada to secure obligations under seven demand credit facilities.
• Other Reporting Persons are subject to a Negative Pledge Agreement with Royal Bank of Canada, restricting the sale or transfer of 709,453 Common Shares without prior consent.

Future Outlook

The Reporting Persons, including Thomson Investments Limited and Woodbridge, plan to maintain their controlling interest in Thomson Reuters. While there are no current specific plans or proposals beyond what is disclosed, they may consider or develop future plans related to increasing or decreasing their investment, engaging with Thomson Reuters on strategy, corporate governance (including director nominees), capital structure, and strategic alternatives.

Management Comments

• Woodbridge announced that Michael Friisdahl and Paul Sagan were nominated for election to the Thomson Reuters' board of directors as representatives of Woodbridge following a search by Woodbridge and Thomson Reuters.

Industry Context

NA

Management Changes

Corporate Governance

Related Party Transactions

• Woodbridge plans to enter into an Advisor Agreement with Paul Sagan, who is nominated as a Woodbridge director nominee, for advisory services in exchange for compensation.
• Peter J. Thomson, Director and Co-Chairman of Woodbridge, acquired 77 Common Shares as compensation for serving as director of Thomson Reuters.
• David K.R. Thomson and Peter J. Thomson hold Deferred Share Units (DSUs) issued to them by Thomson Reuters as compensation for service as a director of Thomson Reuters.

Stakeholder Impact

• Shareholders: The filing confirms the continued stable controlling ownership by the Thomson family, which may provide long-term strategic consistency. The nomination of new directors could bring fresh perspectives to the board.
• Management: The planned changes in board composition will affect the governance and strategic oversight of Thomson Reuters.

Next Steps

• Thomson Reuters' upcoming annual meeting of shareholders (AGM) in 2025.
• Michael Friisdahl and Paul Sagan will stand for election to the board at the Thomson Reuters' AGM on June 4, 2025.
• Information regarding Mr. Friisdahl and Mr. Sagan will be included in Thomson Reuters' management proxy circular for the AGM.
• Woodbridge plans to enter into an Advisor Agreement with Paul Sagan.

Key Dates

Recommendation

Keywords

Thomson Reuters, SEC filing, Schedule 13D, beneficial ownership, corporate governance, board of directors, Woodbridge Company Limited, Thomson family, shareholding, common shares, director nominations, dividend reinvestment plan