Solitary question lodged at 2025 Xero virtual AGM

Q1. Thank you for voluntarily putting the rem report up for the vote once again and also for disclosing the proxy votes early along with the formal addresses. The 48% against vote on the proxies is a strong message. Which of the proxy advisers recommended against and what reasons did they give? What engagement with shareholders and proxy advisers is planned as a response and what changes to remuneration are likely going forward?

Answer: was excellent that all the formal remarks and the proxy votes were lodged early with the formal addresses. The video is good so it's worth watching the following as it rolled out. Was sadly the only shareholder who lobbed a written question which is one of the problems with holding virtual meetings. The basic defence was that they need to pay US rates for US-based executives and they're a global company competing for talent. The extra twist was suggesting Australians were being hypocritical because they didn't insist Australian executives get Kiwi pay rates when Xero first came across the ditch, but are now complaining about US pay for US-based executives. Yes, but as this AFR article pointed out before the AGM, the pay changes this year have arguably been way too generous. Anyway, it's worth watching the full 15 minute rem debate as it rolled out.

Chair David Thodey's opening 2 minutes on rem

Opening salvo from rem chair Susan Peterson

Part 2 of Susan Peterson's prepared remarks

Part 3 of Susan Peterson's prepared remarks

Part 4 of Susan Peterson's prepared remarks

Question read out and opening response from chair David Thodey

Summary of proxy adviser recommendations by rem chair Susan Peterson

Final rem comments by Susan Peterson and David Thodey

Copyright © 2025 The Mayne Report. All rights reserved

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