Wrap of Myer 2025 board nomination
November 21, 2025
Here's the wrap of how the 2025 run at the Myer board came to pass.
After watching retail billionaire Solomon Lew run a 7 year campaign of destabilisation against the board and management of Myer Holdings, I was amazed when Australia's normally robust governance system in support of independent directors seemingly fell apart in 2024 and control passed to Mr Lew with barely a whimper from the corporate governance and investment community. Here is the timeline of how it happened:
March 19, 2017: Premier Investments splashes $101m on a 10.8% stake in Myer, commencing a 7 year campaign to seize control which finally succeeded in 2024.
November 2017: Premier Investments led the 30% protest votes against all of the Myer directors up for election as chair Paul McClintock retires and Gary Hounsell becomes chair.
November 2018: Premier Investments led the 37-43% protest votes against all of the Myer directors up for election.
November 2019: Premier Investments led the 18-25% protest votes against all of the Myer directors up for election.
October 29, 2020: chair Gary Hounsell pulled out of his re-election bid on the day of the AGM, presumably after Premier ensured he didn't have the numbers. There were 33% protest votes against the other resolutions including CEO John King's incentive grant, which Premier had not previously opposed.
November 2021: Premier Investments led the 33-37% protest votes against all resolutions, including triggering a rem strike.
November 2022: Lew nominee Terry McCartney was forced onto the board by the shareholders with 61.2% voting support and independent chair JoAnne Stephenson and Jacqui Naylor only scraped home for re-election 56-44 with Lew voting against both.
May 2, 2023: Vanessa Hudson was announced as the new CEO of Qantas, meaning Oliva Wirth had been overlooked for the top job and would become available for the executive chair role at Myer.
June 5, 2023: Myer announced that CEO John King will retire in the second half of calendar 2025 and return to the US.
October 9, 2023: Myer announced that chair Joanne Stephenson was falling on her sword at the AGM two months later with Ari Mervis stepping up as the new chair and Solly Lew was supporting the appointment of two new directors, Gary Weiss and Olivia Wirth. This was the day when control effectively passed.
November 9, 2023: AGM was held in Sydney with the only protest vote being 18% against election of Gary Weiss, due to overboarding and independence concerns.
March 14, 2024: Ari Mervis was rolled as independent chair after just 6 months with Olivia Wirth taking over as executive chair and Gary Weiss stepping up to be deputy chair and lead independent director. Both only joined the Myer board, with the express support of Premier in October 2023.
May 2, 2024: Former EY partner Rob Perry appointed to the board with no reference to the fact he has a long history of auditing Lew-controlled entities such as Just Group and Premier Investments.
June 3, 2024: CEO John King resigns as a director.
June 24, 2024: Myer goes public with proposal to combine with Premier's apparent brands business.
October 29, 2024: merger terms announced.
December 10, 2024: first AGM since Premier bought in back in 2017 with no double digit protest votes, including Lew associated Terry McCartney and Rob Perry both being comfortably elected.
January 13, 2025: announced a profit downgrade leading to supplementary independent experts report being prepared.
January 23, 2025: merger approved with 96.2% of voted Myer stock supporting the deal.
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After all of this, I decided to nominate for the Myer board at the 2025 AGM to highlight this point about the lack of independent directors and to put pressure on for better disclosure of the related party transactions, requesting that this platform be included in the notice of meeting.
Unfortunately, the platform submitted was completely censored by the directors so the 40,000 Myer shareholders have not been informed as to why I'm standing in this notice of meeting.
This is the full text of the CV and platform that was sent to company secretary Paul Morris for inclusion in the notice of meeting and the itacilised bolded component explaining the platform is what was censored:
Stephen Mayne, 56. BCom (Melb). GAICD. Stephen
is a Walkley Award-winning business journalist and Australia's best known retail
shareholder advocate. He was the founder of www.crikey.com.au, publishes the
corporate governance website www.maynereport.com,
writes regular columns
for The Intelligent Investor and
co-hosts The Money Café podcast with Alan Kohler. His direct governance experience includes 8
years as a City of Manningham councillor in Melbourne's eastern suburbs, a 4
year term (2012-2016) as a City of Melbourne councillor where he chaired the
Finance and Governance committee and 5 years on the Australian Shareholders'
Association board. He is well versed in public company governance having asked questions
at more than 1100 ASX listed company AGMs since 1998 and contested for a public
company board seat on more than 50 occasions, largely in order to highlight
governance concerns or advocate for reforms. Stephen nominated for the Myer board
out of concern that the company moved away from the conventional model of
having a majority of independent directors and an independent non-executive chair
and is operating with an unconventionally small 4 person board which is overly
populated by past associates of the largest shareholder, Solomon Lew, who
appears to have out-sized influence relative to his minority 26.7% stake in the
company. Stephen also believes Myer overpaid for the Premier Investments
apparel businesses in 2024-25 in a related party transaction which looks
increasingly questionable after the recent write-downs and share price decline
and that the current directors should commit to disclosing any related party
supplier arrangements with the largest shareholder, as occurred when Mr Lew chaired
the old Coles Myer more than 30 years ago. Stephen intends this candidacy to
provide a safe platform for Myer shareholders to signal their support for the
concept of appointing at least 3 additional genuinely independent directors
with relevant experience, whilst also demonstrating and confirming Mr Lew's
controlling influence over Myer's board composition when he inevitably votes
his 26.7% stake against Stephen's election. Stephen can be contacted by email
to Stephen@maynereport.com of via www.maynereport.com.
In terms of public commentary about the Myer nomination, apart from various Tweets, there have been the following pieces:
Intelligent Investor column
Wednesday, October 1, 2025
Money Cafe podcast discussion with Alan Kohler
Wednesday, October 8, 2025
Intelligent Investor column
Wednesday, October 29, 2025
Will Myer censor the board platform?
Crikey story, November 3, 2025
Money Cafe podcast discussion with Alan Kohler
Wednesday, November 5, 2025
Money Cafe podcast discussion with James Thomson
Tuesday, November 11, 2025
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