AGMs

5 questions lodged at 2025 Brainchip hybrid AGM


May 7, 2025

Below is the text of the 5 written questions submitted at the 2 hour and 22 minute Brainchip (BRN) hybrid AGM held at 11am in Sydney on May 6, 2025, and through the Lumi online platform. See notice of meeting and voting results with big protests including a 55% rem strike and the CEO's LTI grant being defeated. Market cap was $456m on AGM day. No early proxy disclosure in these formal addresses. See 6 questions asked at 2024 hybrid AGM.

Q1. We suffered a second strike on our remuneration report last year and then 14% of voted stock wanted a full board spill. Have we had similar large remuneration protest votes this year and did any of the proxy advisers issue a report ahead of today's meeting? If so, did they make any against recommendations. What changes have we made to remuneration arrangements in light of last year's protests votes?

Answer: The chair Antonia Viana said they'd hired Korn Ferry but it was a highly competitive market for talent. He ignored the 55% rem protest vote which had been flashed up moments before this question was read out. Watch video of exchange via Twitter.

Q2. Resolution 4. Why are we bothering to refresh our placement capacity when 15% of issued capital would involve more than 270 million shares and this proposal with LDA only involves 40 million shares. Please don't seek to refresh this capacity at future AGMs as it sends a signal that you prefer non pro-rata capital raisings when these are generally unfair to retail shareholders. Speaking of which, we have more than 40,000 shareholders but hardly any participated in last year's Share Purchase Plan offer which only raised $632,000. Why didn't we offer retail shareholders a secondary VWAP pricing on this SPP to ensure greater participation in what would be an in-the-money offer? The proposed $3m cap on this SPP also seemed unfairly low. Whose idea was it to restrict 40,000-plus retail shareholders to just $3 million when if they had all applied for the maximum $30,000, it would have raised $1.2 billion and then been massively scaled back?

Answer: The chair passed this to the CFO who gave a pretty skinny answer. Watch video of exchange via Twitter.

Q3. Could board-endorsed re-election candidate Geoffrey Carrick please comment on his involvement in the unanimous board decision not to endorse self-nominated external candidate Steve Lieberskind at today's AGM. How comprehensive was the assessment and interview process with Steve and how did this compare with the process the other directors put him through in terms of whether Geoffrey would be endorsed for re-election at today's AGM?

Answer: The company secretary ignored this on the actual resolution but then asked it when we got to the Steve Liebeskind nomination resolution. Geoffrey Carrick ignored the element about his own endorsement process but explained his history with Steve. Watch video of exchange via Twitter, plus these additional comments by Geoff Carrick.

Q4. There was a 52% against vote on the proxies. What happens contractually if shareholders vote this LTI grant down. Does Sean get more cash as compensation?

Answer: Not asked, probably because it was lodged after they'd finished with online questions whilst the floor questions were being asked, although the chair claimed another question asking for executive pay cuts was "ridiculous".

Q5. Why wasn't the name of the self-nominating director included on the Lumi voting platform or on the printed ballot paper? (See photo.) Could candidate Steve Liebeskind please comment on whether the board deployed any other unfair tactics against him during his campaign for a board seat besides blanking him on the two available voting platforms for shareholders?

Answer: The chair claimed they followed all the rules. Watch video of question being asked via Twitter, candidate Steve Liebeskind's response, Steve explaining his international IT experience, chair Antonia Viana apologising for the IT experience claim and this final back and forth.