{"url_path":"/sec/stkl/10-k/2026/item-13","section_key":"item-13","section_title":"Item 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/351834/0001062993-26-002169-index.html","accession_number":"0001062993-26-002169","cik":"0000351834","ticker":"STKL","issuer_name":"SunOpta Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/351834/0001062993-26-002169-index.html","primary_entity_key":"0000351834","primary_entity_name":"SunOpta Inc."},"word_count":414,"has_tables":true,"body_markdown":"**ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.**\n\n**Certain Relationships and Transactions**\n\nThe Audit Committee reviews any material transactions in which we are or will be a participant and in which any of our 5% shareholders, directors or executive officers, or any of their immediate family members, has a direct or an indirect material interest. After its review, the Audit Committee will only approve or ratify those transactions that the Audit Committee determines are in, or are not inconsistent with, our best interests and the Audit Committee, in its sole discretion, may impose such conditions as it deems appropriate on us or the related person in connection with approval of the transaction.\n\n51\n\nExcept as set forth in the next paragraph, no informed person (as such term is defined in National Instrument 51-102 of the CSA), any proposed director of the Company or any associate or affiliate of the foregoing or any related person (as such term is defined in Item 404(a) of Regulation S-K) has or will have any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed fiscal year or in any currently proposed transaction in which the Company was or is to be a participant and the amount involved exceeds $120,000 or which otherwise has materially affected or would materially affect the Company or any of its subsidiaries.\n\nOn February 6, 2026, concurrently with the execution of the Arrangement Agreement, (a) certain of the Oaktree Investors entered into a voting and support agreement (the \"Oaktree Voting and Support Agreement\") with Parent and Purchaser, and (b) each of the directors and officers of the Company entered into a voting and support agreement (collectively, the \"D&O Voting and Support Agreements\", and together with the Oaktree Voting and Support Agreement, the \"Voting and Support Agreements\") with Parent and Purchaser. Under the terms of the Voting and Support Agreements, the applicable Oaktree Investors and directors and officers of the Company agreed, among other things, (a) to vote their shares in favour of the Arrangement and against any other acquisition proposal and any other matter which could reasonably be expected to materially delay, materially impede or prevent the completion of the Arrangement and the other transactions contemplated by the Arrangement Agreement and (b) subject to certain exceptions, not to dispose, transfer or assign its rights in any Company shares, subject to certain exceptions.\n\n**Director Independence**\n\nSee \"Item 10. Directors, Executive Officers and Corporate Governance-Board Independence.\""}