Myer has avoided the chaos of a board spill, after copping a second strike against its remuneration report at today’s AGM.
62.5 per cent of investors were against the board spill, despite 37.1 per cent of shareholders voted against the remuneration report – causing a second strike, after failing to meet the required 75 per cent shareholder support.
“We thank shareholders for their support on this [board spill] resolution,” Stephenson said.
“The Myer board remains open to constructive dialogue. In engaging in any such dialogue, the board has been and will continue to be focused on some key underlying principles, including the majority independence of the board at all times with an independent chairman and proportionate and appropriate representation,” she said.
“I note that Premier did not nominate any directors for consideration shareholders at this AGM [but] we do remain open to further constructive engagement with Premier.”
Lew had been very vocal about his wish to overthrow the current board, believing them to be responsible for the company’s recent misfortune.
Premier, which controls 15.8 per cent of the vote, voted against the election of new non-executive director Ari Mervis, former head of Carlton & United Breweries, and against the re-election of long-serving directors Jacquie Naylor and David Whittle.
Premier also voted against the remuneration report, and voted for a board spill motion.
66.04 per cent of shareholders voted in favour of Mervis joining the board, while 65.97 per cent were in favour of Naylor’s re-election. Whittle received 63.42 per cent in favour of his re-election.
“With your support today, we will continue to ensure the board remains majority independence with an independent chairman,” Stephenson told investors ahead of the vote.
Solomon Lew was offered a seat on the board in July when Premier Investments upped their controlling stake to 15.77 per cent, but rejected this offer, instead doubling down on his calls for the board to be removed.
“Since [2017], Myer has had three chairmen, one executive chairman, two CEOs, numerous strategy launches and countless strategic reviews and re-launches. All the while their performance has consistently declined, disappointing their shareholders, customers and suppliers,” Mr Lew said at the time.
“Premier has nothing to gain from spending time with the members of the current Myer board.”
He then pointed at Myer’s failure to appoint a new chairman since Garry Hounsell’s departure late last year as proof positive that “no credible company director would accept an offer to work with the current Myer board.”
“The only thing Premier will accept from the current Myer board is the resignation of its three remaining non-executive directors.”
