4 questions lodged at 2025 Goodman Group hybrid AGM
November 11, 2025
Below is the text of the 4 written questions submitted at the 90 minute Goodman Group (GMG) 10am hybrid in Sydney and via Computershare platform on November 11, 2025. See notice of meeting. Market cap $62.8b after losing ground this year. The proxies were not disclosed in these formal addresses which dropped at 10.04am after the meeting had started. There was a 15.5% vote against rem and 13% against one of the 3 executive directors. See excessive 23 questions asked at last 3 Goodman Group AGMs.
Q1. Why didn't we do a best practice PAITREO capital raising in February which treated all shareholders equally? Also, it was disappointing that the SPP didn't have secondary VWAP based pricing, like many others companies have done in the past, and flopped with only $5 million in applications. The $60m in fees to JP Morgan, Morgan Stanley and RBC Capital also seemed excessive when they were only on risk for less than 24 hours. Did we run a proper competitive tender to keep the fees down for ticket clipping investment banks and wouldn't it have been better to do a floating price placement, rather than the $4 billion fixed price offer at $33.50, which does remain out of the money with the stock at $30.76 this morning?
Answer: The chair Stephen Johns ran all the good arguments about how a top of the market placement benefits everyone (except the placement recipients), but didn't answer some of the points about the PAITREO, the lack of SPP VWAP pricing or excessive fees to the ticket clippers. Watch video of exchange via Twitter.
Q2. Thanks again for offering a best practice hybrid AGM today but why have you not disclosed the proxy votes to the ASX along with the formal addresses to allow for a more fully informed debate? Did any of the proxy advisers recommend a vote against any of today's resolutions, including this remuneration report item? If so, what reasons did they give and did it materialise into more large protest votes as occurred last year? Please don't say proxy adviser recommendations are confidential. It is standard for companies to be across this detail on the voting recommendations and inform shareholders where relevant.
Answer: The chair Stephen Johns was very pleased to avoid the second strike after getting Glass Lewis and ISS over the line whilst Ownership Matters and ACSI went against about based on what he described as an accounting treatment disagreement, not something to do with the structure of the quantum of the pay arrangements. Watch video of exchange via Twitter, plus these additional comments by the chair.
Q3. As a New York-based director who would be used to the US requirement for annual director elections, what does Hilary Spann think about Goodman moving to annual directors elections like what BHP and Treasury Wine Estates voluntarily do and the likes of News Corp and Rio Tinto have to do given they are dual listed. The chair is right that we have a great international board, so why not move to international best practice with annual director elections? Also, is the long-serving chair planning to nominate for another 3 year term on the board when his current term expires and do he and Hilary both believe the next Goodman chair is currently on the board? In other words, where are things at with chair succession?
Answer: The 78yo Goodman chair Stephen Johns gave no ground when asked to move his proudly international board to annual director elections. Also gave no clue as to whether he seeks another 3 year term next year. I tip he retires after a magnificent run for shareholders and Australian property. Watch video of exchange via Twitter.
Q4. Goodman Group has added around 10,000 retail shareholders over the past year and now has more than 70,000. However, less than 2000 of them would have voted on Greg Goodman's LTI grant today because we all feel overwhelmed by the big offshore index funds which own almost 30% of the stock and dominate voting outcomes. To stimulate future retail voting participation, when disclosing the outcome of voting on all resolutions, including this LTI grant, please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and is a voluntary disclosure initiative adopted by the likes of Qantas, ASX, Suncorp, Stockland, Myer, Tabcorp and even our own share registry provider Computershare. I asked you to do this in at the 2023 AGM and the chair suggested he would but then didn't. Why not get with the program today?
Answer: Stephen Johns is a gun chair and in the all time top 20 OZ commercial property players at Westfield and now Goodman. A shame he's so old school on early proxy disclosure and head count data but at least he offers hybrids and follows the AGM agenda. Watch this disregard for retail voters via a video of the exchange through Twitter.
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