5 questions lodged at 2025 JB Hi Fi hybrid AGM
November 9, 2025
Below is the text of the 5 written questions submitted at the 62 minute JB Hi Fi hybrid AGM held on October 30 2025, plus a summary of the answers and some video grabs via Twitter. See notice of meeting and voting results with 24% against LTI grant, 15% against rem and 5% against re-election of chair Stephen Goddard. Market cap was $12.4b on AGM day, before the 5% share price slump. The proxies were not disclosed early in the formal addresses.
Q1. Whilst it is great that you're offering a hybrid AGM with both online voting and questions, you are still deficient in 4 areas in terms of AGM best practice. The annual report was released too late, on the same day as the notice of meeting. It should be out in August with the full year results. You're not following the agenda, instead dealing with questions in one job lot. This takes focus away from key individual items. You also failed to disclose the proxy position to the ASX along with the formal addresses to allow for a more fully informed AGM debate. Have there been any protest votes? Finally, will you get with the disclosure program and release headcount voting data in the poll results, like with a scheme of arrangement, to make public retail shareholder sentiment and stimulate higher levels of retail voting, which has crashed to below 3% since the move away from paper. If the likes of Suncorp, Myer, Stockland and Tabcorp can do all of these things, why can't JB Hi Fi?
Answer: The chair Stephen Goddard made ridiculous claims about why they couldn't follow the agenda and have separate debates on each item, as Woolworths was literally doing over more than 3 hours on the same day. Watch video of exchange via Twitter.
Q2. There was a 15% proxy protest vote against the remuneration report, 24% against the CEO's LTI grant and 5% against the chair's re-election. Please summarise which proxy advisers recommended against and what were the issues of concern on all 3 resolutions.
Answer: The chair Stephen Goddard explained that some shareholders vote against the chair of the rem committee, which he is, if they vote against the rem report and others always vote against a chair who hasn't rotated the external audit function, which JB hasn't done since it listed in 2003. A good explanation. Watch video of exchange via Twitter.
Q3. After closing at $113.52 last night, the share price hit a low of $105.09 this morning after investors responded negatively to the sales update. This is not a great look for the departing CEO, who only left 27 days ago, but our stock was arguably priced to perfection and we all remember the 2003 IPO price was just $1. That said, are the chair and CEO surprised by today's 6% drop in the share price and what specific data point in the sales update do they believe triggered the sell-off?
Answer: The chair took this one and uttered generalities about share prices going up and down from time to time. Watch video of exchange via Twitter.
Q4. Thank you to Beth Laughton for her 14 years of service on the board. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution as a JB Hi Fi director, could Beth please comment on what she regards as the best 3 decisions made during her time on the board and does she have any regrets?
Answer: The longest, most comprehensive and best response have ever had to this exit reflections questions which has been lobbed at more than 30 retiring directors. Watch video of exchange via Twitter, plus the final two minutes of her excellent response.
Q5. What constraints are there on Terry Smart in terms of joining other listed retailers? His predecessor Richard Murray has been highly promiscuous, taking roles at Premier Investments, Metcash and now Sigma. Could new CEO Nick Wells please detail his plans in terms of remaining in touch with the 3 previous JB Hi Fi CEOs, all of whom have been highly successful and contributed enormously to our remarkable success. Please do everything you can to keep them all in the tent.
Answer: The chair claimed non-compete arrangements stopped Richard from burgling key JB talent and Terry Smart was constrained by the LTI arrangements. Watch video of exchange via Twitter.
Q1. Now that CEO succession has been completed, could chair Stephen Goddard please comment on his chair succession plans? Stephen first joined the board in 2016 and became chairman in July 2020. Is he planning to recontest when his current term expires at next year's AGM, moving into a second decade of board service and does he believe the next JB Hi Fi chair is currently on the board? Hopefully, there are multiple viable internal successors and there is healthy competition for the role.
Answer: The chair dismissively said that he'd only just got re-elected and wasn't going anywhere. Watch video of exchange via Twitter.
Copyright © 2025 The Mayne Report. All rights reserved
