Myer has requested that major shareholder Solomon Lew stop buying up shares in the retailer unless he makes a formal takeover bid, a plea he regarded as “surprising and inappropriate”.

Myer has also requested its board maintains an independent majority and is led by an independent chairman – a sure sign the retail giant is worried Lew will use his 22.87 per cent stake to attempt to stack the board. Lew is yet to respond to this request.

Myer’s annual general meeting will take place on November 10, and will be a heated one. Lew will attempt to get his own hand-picked candidate, former Kmart and Grace Bros MD, and current Premier Investments director, Terence McCartney (below), onto the Myer board.

Myer will, however, not recommend McCartney’s election to its shareholders, setting up another battle royale between Lew and Myer.

Myer filed its notice of an AGM to the ASX this morning, which laid out its thoughts on McCartney’s nomination, including the request that “Premier would not acquire any further Myer shares unless pursuant to a takeover offer made to all shareholders”, which was rejected by Lew on September 20.

“Premier Investments did not agree to a standstill, referring to the company’s request as surprising and inappropriate,” Myer said in the notice.

Lew also “declined to comment on the company’s fundamental policy that at all times the majority of the board of Myer should be independent directors with an independent chairman.”

Myer has no rejection of McCartney joining the board, it says, “based solely on his credentials and experience, and will work with him, if elected, to put in place appropriate protocols in relation to actual or potential conflicts of interest and disclosure and use of confidential information.

“However, in the absence of an acknowledgment of the latter two fundamental matters raised in the company’s letter to Premier of 7 September 2022, and noting that the nomination was made directly by a shareholder … the board considers that this is a matter to be determined by the shareholders, without a recommendation of the board. The board has therefore not made a recommendation as to whether shareholders vote in favour or against Item 4, being the election of Mr McCartney.

“The board would need to be satisfied that existing and potential commercial conflicts of interest are able to be managed in accordance with Myer’s policies and an appropriate protocol agreed with Mr McCartney.

“And there would need to be restrictions on the disclosure and use by Mr McCartney of Myer’s confidential information, which the company would seek to deal with through information sharing protocols.”

The appointment of non-executive director, Ari Mervis, in September 2021 was the last change to the Myer board. CEO John King calls the board “united and independent” in his annual report letter issued last month.

“The board has an appropriate mix of skills, diversity and experience, is united and independent, and continues to work in a collaborative and cohesive way with the Myer Executive Team to execute the Customer First Plan and deliver value for all shareholders.”