Most Significant Votes: Wisetech, The Reece Group, Ramsay Health Care, Oracle, News Corp, Novo Nordisk, Campbell's, Cracker Barrell

By Paul Lee

We open in Australia with the continuing repercussions of a board spat: in February, 4 of the 6 directors of logistics technology business Wisetech (AGM 21st November) stood down, because of “differing views around the ongoing role of the founder”, Richard White (who retains 36% of the shares). These departures, linked to allegations of inappropriate behaviour towards women, sparked a 20% share price fall. After the resignations, White promptly returned to chair Wisetech, and 5 of the now 7 directors have been appointed since that February stoush; the securities market regulator continues to investigate. 4 of the new individuals were up for election, all receiving broad support. White himself did not face a vote, but the scale of investor concerns about events is evident from the reappointment of co-founder and long-standing executive director Maree Isaacs, which was opposed by 22% of shareholders, or 38% other than White. More dramatic was the vote on the remuneration report (on which White cannot vote), which saw 49% opposition. Among other things, investors were unhappy about a decision to carry over for an additional year a portion of unvested shares on which performance hurdles were not met, and were unconvinced by the board’s argument that “this approach will ensure fairness while reinforcing a high-performance culture”.

The shareholder base of Australian plumbing supplies firm Reece (AGM 21st November) is dominated by the founding Wilson family, which collectively holds 67% of the shares. But these shareholdings cannot be voted on the remuneration report given that key family member Peter Wilson is chair and CEO, and so the main recipient of the pay disclosed in the report. The headline vote was 45% opposition, but once abstentions are taken into account, as this blog usually does, the vote against was 53%. This is the second year in a row that the vote against exceeds 25%, meaning that a resolution potentially leading to the removal of the whole board was triggered – but this vote won only minimal support. Even less successful was corporate governance gadfly Stephen Mayne, who proposed his own appointment to the board and whose candidacy was roundly rejected.

Hospitals firm Ramsay Health Care (AGM 25th November) also faced opposition on pay, with a 20% vote against its remuneration report – or more like 26% excluding the Paul Ramsay Foundation set up by the company’s founder. This seems to be a reaction to prolonged share price underperformance and a significant write-down of a UK acquisition under the prior CEO. The fact that the CEO was exited from the business without incentive payments doesn’t seem to have reduced investor grumpiness. In contrast, the departing CFO received 6 months’ salary in lieu of notice. Incoming CEO Natalie Davis is on a lower salary than her predecessor and received A$2 million in shares (released over 3 years) to compensate for equity she forfeited when departing from her prior employer.

One of the companies investing billions into data centres for AI operations, Oracle (AGM 18th November), remains dominated by its founder, Larry Ellison. 81-year old Ellison is executive chair and chief technology officer as well as 41% shareholder. Very unusually for a US company – which typically have but a single executive director – there are five on the Oracle board: as well as Ellison, there are two executive vice-chairs and now two CEOs, each appointed this year to replace Safra Catz, who is now one of the two vice-chairs. Both CEOs are internal promotions, but nonetheless received significant fresh incentive packages: Michael Sicilia enjoys $100 million in options and Clayton Magouryk no less than $250 million, with 80% of each award solely based on continuing employment, a quarter of which is released annually, so that Sicilia is certain to receive $20 million worth after a year in the new role, and Magouryk $50 million. Catz exercised options worth no less than $511 million in the year. 18% (36% other than Ellison) of shareholders opposed the vote on executive pay. The unusual structure of the board seems to be the driver for stiff votes against the two directors on the governance committee: committee chair Bruce Chizen faced 24% (47%) opposition, and member Awo Ablo 16% (32%). Chizen’s 17 years on the board are as nothing to the 30 so far served by 80-year old Michael Boskin; many investors clearly think that he should no longer chair the audit committee, with 9% (17%) voting against his election.

Last issue we looked at one Murdoch family business, Fox; this issue is the turn of News Corporation (AGM 19th November). Like Fox, even following the $3.3 billion buy-out of three Murdoch siblings, News remains firmly in family control, with executive chair Lachlan Murdoch wielding 33% of the votes (through LGC Holdco, named for him and his two young half-siblings Grace and Chloe) by dominating the voting shares in a dual share class structure. Investors protested this dual class structure through votes against Murdoch himself, with 10% opposition (16% setting aside his own votes), and 20% (32%) against former Spanish prime minister Jose Maria Aznar, who chairs the governance committee. A second member of that committee, Natalie Bancroft (whose family controlled the Dow Jones media business, now part of News Corp), also faced significant opposition, of 16% (26%). Pay was also an issue, with executive pay opposed by 11% (18%) of investors. CEO Robert Thomson received nearly $21 million last year, 221 times the average at the company.

A fortnight on, we finally have the vote results from Novo Nordisk (EGM 14th November), and for once an Extraordinary Meeting genuinely was extraordinary. The Novo Nordisk Foundation, which controls 77% of the votes because its shares enjoy 10-times voting rights, ousted the board of the Danish drugmaker and replaced it with its own. Novo’s share price has been challenged as the company failed to maintain booming momentum from its leadership in anti-obesity drugs (most notably Wegovy), and the Foundation clearly lost patience. The coup included installing the Foundation’s chair, Lars Sorensen, as chair of the company; as the former CEO of Novo such a move would normally be frowned upon by mainstream investors. And so it proved: while Sorensen was elected with 93% of the votes, once the Foundation votes are excluded, 61% of other investors refused to back him (oddly, all of them abstaining). As vice chair, the Foundation proposed Cees de Jong, who also chairs sister company Novonesis: 6% of investors refused to back his election, or 56% other than the Foundation. Perhaps most unusual was the situation of a further candidate, Mikael Dolsten, a veteran of the pharma industry. Dolsten is extraordinarily busy, chairing 4 companies and sitting on the boards of a further 7. Even if these are all extremely small, this will be seen by most investors as excessive. His candidacy was withdrawn the day before the EGM, ostensibly for undisclosed personal reasons, but it seems likely that there was significant opposition to his candidacy.

The company of the eponymous soup that is an icon of Americana, Campbell’s Company (AGM 18th November), faced a call to enhance regenerative agriculture in its supply chain. This won 12% support, or at least 18% excluding the descendants of John Dorrance, who invented a way to condense soup. One of the three family members on the board, Archbold van Beuren, chairs the governance committee despite his apparent lack of independence: 9% (14%) opposed his re-election.

Finally, a real oddity at a company that some also regard as an icon of the US. Hokey US diner and retail chain Cracker Barrel Old Country Store (AGM 20th November) became a target for a peculiar culture wars clash this summer over a fluffed rebranding, following ongoing market declines. Its AGM became an opportunity for disgruntled shareholders, rallied by activist Biglari Capital, to vent concerns. One of Biglari’s targets, supposed marketing expert Gilbert Davila, was indeed voted off the board, with 59% opposition; however, their other target, CEO Julie Masino, survived, albeit with a 26% vote against. Changes to the company’s bylaws that would help it defend against an activist were passed, but with opposition up to 44%. Despite the fumbles, Masino was paid $6.3 million, 278 times her median worker; 21% voted against executive pay.

That’s it for this fortnight. We’ll be back with Most Significant Votes – our last of 2025 – in two weeks’ time, on December 19th.

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