Crikey has provided the most comprehensive coverage anywhere of the 2015 corporate AGM season, with plenty more to come before Christmas. With just three days to go before the season-ending deluge of small-cap AGMs on November 30, here is Crikey‘s list of the 25 most noteworthy protest votes by shareholders so far, complete with full links to all the voting reports:
1. News Corp: big protests across the board as advisory vote opposing gerrymander almost prevailed. Only two directors would have survived without the Murdoch family’s gerrymandered support. See this Crikey wrap.
2. Bradken: two directors, Peter Richards and Eileen Doyle, resigned to avoid formal defeat shortly before the AGM but then there was still a 42% protest vote against remuneration report, which was somehow passed on a show of hands despite the strike. See this Crikey story.
3. Sedgman: the Spanish chaps who control the old Leighton Holdings (now CIMIC Group) sure know how to fight, if not communicate. The board of the Brisbane-based miner had no inkling of any concerns in the proxy votes, and then CIMIC demanded a poll and voted its 36.7% stake against six of the seven resolutions. Directors Peter Richards, Bart Vogel and Philippe Etienne were all narrowly defeated. A remuneration strike was also triggered and two incentive grant resolutions defeated. Independent chairman Rob McDonald has defiantly written to shareholders this week vowing to plough on with the appointment of new independent directors, which may lead to him being targeted for removal at an EGM. Alternatively, CIMIC should perhaps launch a mop-up takeover bid, like it has just done at Devine.
4. Ansell: CEO options grant easily defeated and then 32% against remuneration report.
5. Mortgage Choice: 53% against remuneration report triggering spill vote which was easily defeated. See earlier Crikey AGM season wrap.
6. UGL: Almost 50% against the remuneration report and 19% against CEO’s incentives.
7. Bega Cheese: the board wanted to retain a 15% shareholding cap, but it was well behind on the proxies before sneaking home by a smidgeon in the poll.
8. Village Roadshow: a 31.54% protest vote and first strike against the remuneration report even though the Kirby family and Graham Burke voted their controlling 42.66% stake when they shouldn’t have. Strip that out and it was 39.15 million votes against and just 16.34 million in favour, suggesting the neutral shareholders voted 70.5% against the remuneration report. No wonder then the two co-chairs, Graham Burke and Robert Kirby, shared $6.8 million for the year. See Crikey story.
9. Saracen Minerals: as foreshadowed by Crikey, a ridiculously large 10 million share grant incentive for the CEO was opposed by 43.3% of voted shares and the remuneration report was also opposed by 15%.
10. Goodman Group: a hefty 40% against CEO’s LTI grant and almost 10% against the remuneration report as well.
11. Prime Media: Kerry Stokes’ Seven West Media lead the charge triggering a 34% remuneration strike and almost over-turning the incentive grant to CEO Ian Audsley. Chairman John Hartigan has toned down his media commentary since this warning shot.
12. McMahon Holdings: CIMIC lead a 40% protest vote against the remuneration report and one of the directors. Maybe it should bid for this company as well.
13. Pacific Brands: 40% strike against remuneration report and a further 11% against CEO’s incentive grant.
14. Slater + Gordon: 28% against incentives for Andrew Grech and Ken Fowlie and 20% against director Rhonda O’Donnell. The stock then tumbled more than 30% in the days after the AGM.
15. Harvey Norman: even with almost 50% of the votes in friendly hands, there was a 23% vote against executive director David Slack-Smith and 20% against veteran legal adviser Chris Brown, who Gerry Harvey claimed was independent despite 28 years on the board and his role as executor of Ian Norman’s estate. See Crikey preview story.
16. Myer: 22% against remuneration report and 16% against remuneration committee chair Christine Froggatt over concerns about the generosity shown to former CEO Bernie Brookes.
17. Pact Group: 21% against Peter Margin due to workload concerns, despite the Pratt family still being the dominant shareholder.
18. 21st Century Fox: stripping out the combined 411 million votes controlled by the three biggest shareholders (Rupert Murdoch, Saudi Prince and ValueAct) and these protest votes against three of the directors and the remuneration report were quite substantial, peaking at 26%.
19. Downer EDI: retention payment concerned triggered a 27% protest vote against remuneration report.
20. Fortescue Metals: 19% against remuneration report, with founder Andrew Forrest unable to vote his 30% stake. Approved “unanimously” by show of hands when should have gone to a poll.
22. DUET Group: 14% against remuneration report, 8% against three of the directors and 15% against placement capacity refresh.
23. Cabcharge: despite all proxy advisers supporting all resolutions, there was still an 18% protest against the remuneration report and the CEO’s LTI grant. See Crikey story.
24. PMP: 19.3% protest vote against overloaded director Peter Margin.
25. Cash Converters: avoided a second strike and disclosed strong vote against hypothetical spill motion. Still meaningful 12% against director Lachlan Given and 8% against remuneration items, especially when considering that supportive US parent EZCorp owns 31.5%.