Most Significant Votes: Woolworths, Whitehaven Coal, Fortescue, Nine Entertainment, Qantas, Reece, Northam Platinum, Cintas, Seagate Technology, Endeavour Group.
In short A campaign over fish sourcing at Woolworths turned personal, with 11% voting against the reappointment of chair Scott Perkins. Pay drew the heaviest protests, including a first strike at Reece and opposition to pay at Fortescue and Nine Entertainment, alongside notable votes at Whitehaven Coal, Northam Platinum, Cintas and Seagate.
Welcome to Most Significant Votes as we continue our blogs covering the Southern Hemisphere voting season (and those Northern Hemisphere votes that run alongside). As always, we identify the key AGM decisions that matter to asset owners and on which they may wish to hold their fund managers accountable.
We’re again grateful for the support of the wonderful Impactive Tech in continuing to deliver this blog. The blog only scratches the surface of the wealth of data they hold.
There was a very unusual vote at Woolworths (AGM 29th October) where a campaign on the supermarket chain’s fish sourcing from Macquarie Harbour in Tasmania has turned into a personal one, with voting focused on the reappointment of chair Scott Perkins. The main concern has been the risk of extinction of the Maugean skate in that harbour due to broader fishing activity. In recent years there have been a number of shareholder resolutions reflecting these concerns, and in this blog previously we have reported support up to 32% in 2024 and 35% in 2025; there was no such shareholder resolution this time around, with the attention on Perkins instead. The vote against him was much less substantial than on the shareholder proposals, at 11% (including 2% abstentions), but this is still a very notable result when such an issue is made personal. Rival Coles (AGM 6th November) is perceived to have been more responsive to the fisheries concerns and so not only faced no shareholder proposal (again unlike previous years) but also witnessed no re-election rebellion.
In contrast, a shareholder resolution was put forward at Whitehaven Coal (AGM 5th November). Focused on climate change risks, the resolution sought greater clarity on the coal miner’s investment decision-making on capital investments, particularly investment into development projects. This garnered 10% backing, which seems unusually high given that many of those institutional investors most concerned about climate matters are likely to have decided not to invest in the company at all given the high carbon intensity of its core business activities.
The context for the bruising on pay suffered by iron ore miner Fortescue (AGM 28th October) is a slump in its share price by 34% this year, which contrasts to positive dynamics for main rivals BHP and Rio Tinto, together with a A$150 million fine imposed in May for mining intrusions into the Western Australian traditional lands of the Yindjibarndi people, and destruction of their cultural heritage. Once the 37% shareholding of founder and chair Andrew Forrest is set aside, the 8% opposition to pay awards for co-CEOs Dino Otranto and Gus Pichot looks more like 15%. Each received A$6 million in a pair of share awards, one to be released in 3 years and the second after 4 years, the time horizon for future long-term awards. This seems a generous level to many shareholders, clearly, particularly in the context. Meanwhile, longstanding non-executive Mark Barnaba, who chairs the audit committee, faced a 13% (or 25%) vote against his election; having been a director since 2010 clearly investors think it’s time to move on. Director Larry Marshall has only been in role for 3 years, but the 7% (12%) opposition to his re-election (including 2% abstentions) looks like it’s for attendance reasons, given that he missed 2 of the 6 board meetings in the year. Attendance looks like a broader issue at the company, with only 4 of the 12 directors attending all board meetings (one was held at short notice); as well as Marshall, Noel Pearson also missed 2, and Lord Sebastian Coe missed half of them.
The main proxy agencies argued that Nine Entertainment (AGM 6th November) should have cut the CEO’s pay following the shrinking of the scale of the business through the sale of its stake in Domain, a digital property portal. 34% of investors opposed the remuneration report – or 49% of those other than shareholder Bruce Gordon, who together with his associated companies controls 23% of the shares. Investors went further: 16% (or 22%) opposed the re-election of Mandy Pattinson, who chairs the board’s people committee, and 26% (38%) and 25% (36%) voted against two sets of incentive awards for the CEO. That CEO, Matthew Stanton, received A$3.6 million in the year. Airline Qantas (AGM 6th November) underwent a somewhat smaller pay protest, with 12% voting against the remuneration report. The flying kangaroo paid CEO Vanessa Hudson A$6.4 million in the year.
Pay was also a major issue at plumbing supplies firm Reece (AGM 30th October). The firm has shifted to a ‘2030 remuneration framework’ under which long-term awards were made this year, which are intended to be the sole awards until after 2030; they start to be released from 2028 but the bulk of the value will only be realised at the end of the period. This means the awards this year were unusually large, with executive chair and CEO Peter Wilson benefiting from shares valued for accounting purposes at A$22.5 million (the accounting valuation is a discount on the real opportunity, particularly on the options portion of the awards). Peter’s kin, the founding family and collectively 70% shareholders, were precluded from voting, and other shareholders were notably unhappy, predominantly about quantum but also about the structural cliff-edges that such one-off awards entail: 36% opposed both the remuneration report and the 2030 framework itself. The remuneration report vote was therefore comfortably above the 25% threshold, making this a first strike and putting the company on notice for next year, when a second strike would lead to a ‘board spill’ resolution – though there is less peril in that for Reece than other companies as the Wilson family would be free to vote on a proposal to remove the whole board, should it need to be brought.
At South African miner Northam Platinum (AGM 26th October), shareholders clearly believe that there needs to be some board refreshment, in the context of the local King IV governance code’s guidance that 9 years is an appropriate maximum tenure for non-executive directors. Lead independent director Hester Hickey has been on the board for 10 years and saw a 28% vote against her appointment to the audit committee. Further, Yoza Jekwa and 81-year old John Smithies have just reached the 9 year mark: 20% and 25% opposed their re-elections to the board, and 22% and 20% Jekwa’s positions on the audit, and social and ethics committees respectively. In addition, 22% opposed the remuneration report. CEO Paul Dunne was paid R80 million in the year, close to the maximum possible for the year and more than 100 times the pay of the average worker. There were three fatalities at one of the company’s sites during the year.
US workwear firm Cintas (AGM 27th October) faced an investor resolution calling for the removal of any requirements for decisions to be reached by a supermajority of shareholders – meaning that any decision could be approved by half of those voting. This won the support of 44% of investors, or 52% once the 14% controlled by Scott Farmer, executive chair and member of the founding family, is set to one side. The re-election of lead independent director Joseph Sciminace witnessed 11% opposition, or 14% of those other than the Farmers. As nominations committee chair, Sciminace is probably burdened with the responsibility for a lack of diversity on the board, with only 2 of the 8 directors being women; and, having been on the board for 16 years, some investors will also have independence concerns.
Tech business Seagate Technologies (AGM 24th October), which is incorporated in Ireland for tax reasons, has only 2 women among its 9 directors. That’s likely to be the basis for the 12% vote against the re-election of nominations committee chair Mark Adams. Meanwhile, Ernst & Young has been its auditor for 45 years. Not all investors are content with the company’s assertion that “by virtue of its long familiarity with the Company’s affairs, [EY] is considered best qualified to perform this important function” given that the auditor is supposed to be independent: 9% opposed the firm’s reappointment.
Finally, returning to Australia, there was one large vote that actually was rather less of a rebellion than it seemed. Booze retailer Endeavour Group (AGM 30th October) witnessed chunky 26% opposition to its remuneration report. But almost every one of those votes against was wielded by a single person, pub and gambling millionaire Bruce Mathieson (who holds around 15% of all shares). Even though he has a board representative in the form of NED Peter Hardy and is himself a former director, Mathieson remains in an old-fashioned Australian stoush with Endeavour and is clearly not above wielding his votes to reflect that.
That’s it for this fortnight. We’ll be back in two weeks’ time, on November 20th.
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