4 questions asked at 2023 JB Hi Fi AGM
October 26, 2023
Here is the text of the 4 written questions asked at the 2023 JB Hi Fi AGM held on October 26, along with a summary of the answers.
Q1. Thank you for disclosing the proxy position to the ASX along with the formal addresses. Could the chair share what he knows about why there was a 10% protest vote against independent director Melanie Wilson and more than 20% against the proposed LTI grants for Terry Smart and Nick Wells. Which of the proxy advisers recommended against, what reasons did they give and how extensive were our consultations with major institutional shareholders to encourage them to support all resolutions?
Answer:
Q2. Have the chair or CEO had any discussions with Richard Murray since his departure as Premier Investments CEO was announced on August 21? Are there any contractual constraints on Richard returning to JB Hi Fi, perhaps as a consultant. And why not appoint him to the board, continuing the tradition started when former CEO Richard Euchtritz returned to the board as a non executive director after a suitable cooling off period?
Answer:
Q3. Could the CEO summarise his past LTI grants as to whether they have vested or lapsed? Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated and the CEO could factually summarise the situation in 60 seconds.
Answer:
Q4. Thank you for offering shareholders a hybrid AGM this year and will you commit to keep doing this in future years to maximise shareholder participation? Retail rivals Harvey Norman and Premier Investments continue to ban online questions and voting so well done for showing them up.
Thanks also for commencing publication of a full transcript of the AGM last year, a good practice which you will hopefully continue. One additional tweak this year would be to disclose voting outcomes in the poll by shares and shareholders, similar to a scheme of arrangement. Tabcorp did this yesterday and ASX itself adopted this practice last week for the first time. Are you up for this reform as well so we can better gauge retail shareholder sentiment and turnout?
Answer:
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