6 questions lodged at 2025 Webjet Holdings (WJL) hybrid AGM
August 28, 2025
Below is the text of the 6 written questions submitted at the 93 minute Webjet Holdings (WJL) hybrid AGM held at 2pm on August 28, 2025 at its St Kilda Rd HQ and via Automic/Zoom platform. See notice of meeting. Market cap was $345m on AGM day and predators have been circling, as Chanticleer explained in this column. The proxies were disclosed early. The chair Don Clarke attempted to impose a 3 question limit at the start of the meeting, but only the last of these 6 was not asked. They avoided a rem strike with 24.55% against and management's controversial leaving benefits resolution squeaked home with just 50.2% support. This recent acquisition has been highly controversial.
Q1. Whose idea was it to slip the old 100 signatures requirement for external board candidates into your constitution when demerged by the much larger Webjet Group in October 2024? Which law firm advised on the demerger and will the chair undertake to look into this issue and move to normalise our constitution at rule 10.10 with an amendment at next year's AGM which removes this unreasonable barrier to entry for candidates who wish to challenge for a position on the board?
Answer: The chair Don Clarke said this was the first he'd heard of it but undertook to look into it. See question 6 below for the attempted correction of the stuff up as this same provision was also in the existing Webjet constitution. Watch video of exchange via Twitter.
Q2. The annual report states that as of May 1, our only substantial shareholders were Mitsubishi UFJ with 10.46%, MA Financial with 7.1%, Perpetual with 6.32%, CBA with 5% and KKR entity Comet Asia Holdings with 5%. They've all since ceased being substantial holders, besides MA Financial which has moved to 9.3%. Since then, rival Helloworld has emerged with 17% and the Dreamworld/Movieworld/Seaworld Coalition has a combined 15%. Why is this happening, what are the implications and do you know if MA Financial is associated with any other party? Also, will you undertake to publish an updated top 20 beneficial owners list to the ASX so that the 37,161 retail shareholders can have a better understanding of the comings and goings at the top of the register, particularly as to whether the former substantial holders have just sold down or completely sold out. Many other listed companies publish updated top 20s as share registers change in order to have a fully informed market.
Answer: The question wrangler, who overall did a good job with minimal censorship, broke this one into two. The chair Don Clarke said I should ask the shareholders concerned what they are doing and just cited substantial shareholder disclosure rules but at least he undertook to look at publishing an updated top 20. Watch video of exchange via Twitter.
Q3. The director fee cap at Webjet before the demerger was $1.5 million so why have we come up with a constitution starting with a $2 million director fee cap when our market capitalisation is only $345 million? Also, thank you for disclosing the proxies early to the ASX. On this remuneration report item there was 22.7m directed proxies or 10.73% against but there are 64.3m open proxies presumably sitting in the room today which could trigger a remuneration strike from the floor in the poll. Which of the strategic corporate players are sitting in the room with open proxies and what does the chair believe their game plan is? Also, were you disappointed that less than 300 of our 37,161 shareholders voted by proxy and thank you for disclosing this data?
Answer: The question wrangler also broke this one into two, but never asked the last sentence which is italacised. The chair Don Clarke said he was absolutely sure he knew who was sitting in the room with 30% of the proxies undirected but didn't name them. He went on to urge all shareholders to vote for the rem report rather than triggering a rem strike, which they ended up narrowly avoiding. Watch video of exchange via Twitter. And watch his comments on the director fee cap.
Q4. It's great that Ellie is up for election today but why didn't chair Don Clarke put himself up for election as well to seek the earliest possible mandate after the controversial decision by the old Webjet board to put him up to chair this company, even though he had already served on the Webjet board since 2008. Did this demerger partly happen because Don didn't want to be tenure limited out of the Webjet board and will Don undertake to put himself up for election at next year's AGM? Will Ellie encourage him to do that?
Answer: The chair cited this strong endorsement at the 2023 Webjet AGM and dismissed the suggestion the demerger was at all motivated by an opportunity to extend his tenure. Watch video of exchange via Twitter. I also raised the tenure question of former long serving Webjet chair Roger Sharp at this week's Web Travel Group AGM. See wrap of the action at that meeting.
Q5. John Boris didn't have to round up signatures from 100 shareholders to get himself onto this board so will John undertake to investigate removal of clause 10.10 from our constitution which was slipped into our constitution through the demerger process even though no such provision existed in the old Webjet constitution (wrong!). These sorts of board entrenchment provisions which impose barriers to entry for challenging candidates should not be supported and when other companies like Lend Lease and Toll Holdings have attempted to introduce these sorts of provisions in the past, they have been voted down by shareholders.
Answer: The chair Don Clarke referred to his earlier answer and had nothing further to add. Not publishing the video because it was an embarrassing stuff up to accuse them of inserting a new provision, when this was just cut and pasted from the sponsoring parent's constitution. Apologies for that, but please still fix the constitution next year, as spelt out in Q6 below which wasn't asked.
Q6. Thank you for disclosing the head count data along with the early proxy votes disclosure with all resolutions. On this resolution 10 involving a share issue to new director John Boris, along with all other resolutions, less than 300 of our 37,161 shareholders voted by proxy. Were you disappointed with such a low turn out? Also, apologies that I stuffed up on the earlier board entrenchment provisions questions as clause 10.10 was also in the old Webjet constitution. All we did was copy and paste, although I do still request that you propose a constitutional amendment at next year's AGM to remove this unnecessary barrier to entry for challenging candidates for the board.
Answer: Not asked.
OTHER VIDEO GRABS FROM THE MEETING
Helloworld CEO Andrew Burnes claims they have grossly overpaid for a recent acquisition.
Opening salvo from Daniel Weiss criticising excess capital and recent distracting acquisition
Daniel Weiss gets stuck into the remuneration arrangements
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