5 questions lodged at 2025 Bendigo Bank hybrid AGM
November 9, 2025
Below is the text of the 5 written questions submitted at the 97 minute Bendigo & Adelaide Bank (BEN) hybrid AGM at 11am in Bendigo on October 21, 2025 and via the excellent Link/MUFG platform. See notice of meeting. They haven't previously disclosed proxies early or headcount voting data so requested this late the night before the meeting, but they failed to deliver again. Market cap was $7 billion on AGM day after a flat year. No protest votes. See 5 questions submitted at 2024 AGM.
Q1. It's a shame you didn't disclose the proxy votes with the formal addresses, leaving us debating in the dark, particularly after last year's 19% rem protest vote. Did any of the proxy advisers recommend a vote against any of today's resolutions, including this rem report item? If so, what reasons did they give and did this translate into any material protest votes? Please don't say proxy adviser recommendation are confidential. It is standard for companies to be across this detail and inform shareholders where relevant.
Answer: The chair Vicki Carter hid behind a spurious confidentiality argument as if I was asking them to publish whole proxy adviser reports not just summarise any issues which they had raised. The bank has the reports, the institutions have the reports, how about sharing a little intelligence with great unwashed retail shareholders who turn up at the AGM and try to make sense of the voting data. Watch video of exchange via Twitter.
Q2. Could new director Travis Dillon and the chair comment on the recruitment process that led to his appointment to the board. Which recruitment firm ran the process and did the full board interview interview any other candidates as a group? Also, did Travis know any of our directors before engaging with the recruitment process? This is not to suggest Travis is a poor choice, just checking that it was a fully competitive arms lengthy process.
Answer: The chair Vicki Carter described a very comprehensive process with multiple candidates interviewed but she didn't name the search firm and we didn't hear from Travis. Watch video of exchange via Twitter.
Q3. When disclosing the outcome of voting on all resolutions today, including this CEO LTI grant, please advise the ASX how many shareholders voted for & against, similar to a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment & insight into the chronically low retail shareholder participation rate. Others to have blazed this trail as a voluntary disclosure initiative include ARB, Stockland, Qantas, ASX, Suncorp, Tabcorp, Myer and & own share registry provider Computershare. Just do it!
Answer: The question wrangler cut this one back and chair Vicki Carter just said no, claiming it might not be either practicable or desirable. Sadly, they're hiding the fact that more than 1,000 of the bank's 90,992 shareholders voted against the CEO's LTI grant. Why do retail shareholders bother voting if we just get swamped by the big institutional investors and super funds? No wonder the turnout has plunged to below 3% at many AGMs. Watch video of exchange via Twitter.
Q4. It is silly that directors don't vote for their own re-election around the board table. When a politician is challenging to be leader in the party room, they vote for themselves, rather than abstain. Please ditch this "director abstain on themselves" governance extremism and let the candidates vote for themselves at the board meeting determining the recommendations ahead of next year's AGM.
Answer: Not asked.
Q5. It is hopeless to withhold proxy disclosure until after the debate. You should have said there was a 19% rem protest last year and you were pleased to receive 98% support this year. If you don't share the figures, we can't ask questions about the reasons behind any protest votes. What are the proxies on this LTI grant?
Answer: Not asked.
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