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Myer dubs result “a strong endorsement” of board

MyerPremier Investments chairman Solomon Lew has failed in his bid to vote down the election of Myer’s incoming chairman Gary Hounsell at the department store’s AGM on Friday.

Around 158 million proxies lodged a protest vote against the election of Hounsell to the Board, but 69.8 per cent of proxies collected ahead of Myer’s AGM voted in favour of his election.

Myer’s other board nominees, which Lew also opposed, have likely secured election ahead of the results of a full poll, with Julie Ann Morrison receiving 70.5 per cent of proxies in favour and JoAnne Stephenson 69.25 per cent.

Lew and his supporters did, however, secure enough support to register a first strike against Myer’s remuneration report, exceeding the 25 per cent threshold with 29 per cent of proxies voting against its adoption.

At 14:25 AEST, Myer released a statement confirming the election of the new board members and called the results a “strong endorsement” to its board.

“Myer’s shareholders have spoken and as chairman of the company I am delighted with the clear mandate we have received to continue with the implementation of the new Myer strategy,” said newly elected chairman Hounsell.

“With Christmas trading upon us and heightened competition it has never been more important that we get on with the job our shareholders have asked us to do. Myer’s shareholders’ wishes are clear, all parties should now respect the outcome.”

Should 25 per cent of shareholders vote against Myer’s remuneration report next year (a second strike) then shareholders will vote on a spill motion for Myer’s Board.

Myer also failed to secure the 75 per cent of votes it required to pass two special resolutions, one which would have enabled online shareholder voting at subsequent AGMs and another which would have renewed proportional takeover protections in the company’s constitution.

Lew has previously said he will consider calling an extraordinary general meeting of Myer shareholders if he was unsuccessful in blocking the election of Myer’s nominated directors so that stakeholders can have the opportunity to vote on his nominees for the Board.

Lew’s nominees include former Myer-Grace Bros boss Terry McCartney, Abacus Property CIO Steven Sewell and former UBS banker Tim Antoine.

McClintock outlined his desire for the result of the AGM to stand, imploring Lew to respect the decision shareholders have made.

Lew voted with his 10.8 per cent stake in Myer and the support of around 5,000 retail shareholders, who were represented at the AGM by lawyers Jeremy Leibler and Jeremy Lanzer from law firm Arnold Block Lieibler on behalf of Premier.

Liebler quizzed Myer’s outgoing chairperson Paul McClintock on whether shareholders could expect another profit downgrade in the coming months and how much the Board was spending on the “defence of director’s reputations” following a sustained campaign against the company’s leadership from Lew in recent months.

McClintock did not rule out another downgrade, but said the upcoming Christmas period would be crucial for the company’s half-year performance and outlined the Board’s commitment to its continuous disclosure obligations.

Liebler also asked McClintock about whether he was aware of any current class action currently pending against the company or whether there are any ASIC investigations underway or being considered in relation to Myer’s balance sheet impairments earlier this year.

McClintock declined to comment on any ASIC investigation that may be underway and said he was not aware of any current class action being levied against Myer.

McClintock subsequently said he had made an explicit attempt in his remarks to depersonalise the conflict between Myer’s Board and Lew with the hope that it may be possible to rebuild a better relationship with the veteran ragtrader.

Premier is due to update the media later this afternoon.

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