Debate summary at 2025 Premier Investments physical AGM

The stock slumped 16% on the day due to the profit warning in chair Solomon Lew's formal address lodged with the ASX at 8.55am on the morning of the meeting. See notice of meeting and voting results with 3 material protests against all the long-serving directors up for election. The proxies were not disclosed early and a request for head count data disclosure was not taken up. The latest annual report details multiple related party transactions and almost 10,000 retail shareholders. The chair switched off the webcast after his formal address (something which The Nightly noted in its coverage) and then attempted to impose a rule that any floor speakers give their name, say who they represent and also say how many shares they own. This, of course, is designed to discourage participation because who wants to stand up and reveal the precise size of their shareholding in the face of an aggressive billionaire chair who owns 64.2 million shares worth around $1 billion. Solly also attempted to impose a 2 question limit per resolution but at least he followed the agenda and therefore called for questions on 5 separate occasions, which mathematically suggested a 10 questions limit for the meeting. No other shareholders asked questions and there was a pre-scheduled 12.30pm press conference so they clearly weren't expecting the floor debate to take the 11.30am meeting beyond 60 minutes.

Financial Accounts questions

Solly never actually called for general business questions and introduced the financial accounts with a framing that narrowed the focus to accounts or audit matters, so that's why I did. The first question requested Ernst & Young audit signing partner Glenn Carmody provide more detail on why lease liability valuation was a key audit matter and how two related party transaction leases with Solly and Arnold Block Leibler managing partner Henry Lanzer were assessed. Listen to audio of opening skirmish via Twitter.

The second accounts question queried how long EY had been auditor, the audit tender history and whether the excessive non-audit fees in 2024-25 ($2.106m out of $2.82m) would reduce going forward. “You're not an expert and you don't know what you don't know,” was part of the combative billionaire's response as David Crean said nothing for the whole meeting despite being up for election and spending 15 years as audit committee chair. Listen to audio of exchange via Twitter.

Remuneration report

Stood my ground when Solly Lew aggressively attempted to sit me down early in the rem debate citing his arbitrary 2 questions per resolution limit. There was no rem protest vote but Solly claimed to have no idea what the proxy advisers recommended and gave nothing when requested to disclose the proxies earlier next year and produce head count data in today's poll announcement. He also rejected a suggestion to reduce the 10 person board given the business is much smaller after this year's Myer deal. Listen to audio of exchange via Twitter.

David Crean re-election

Seeing as shareholders had paid for microphones to be installed in front of all directors, asked veteran Premier re-election candidate Dr David Crean, 75, to reveal his age, particularly given the earlier attempt to intrude into the privacy of questioners by demanding they reveal how many shares they own. “Irrelevant” declared chair Lew, who spoke on behalf of his deputy chair and 15 year audit committee chair. There was a 14.64% protest vote against Dr Crean or 27.3% if you strip out Solly's 64.2 million votes. Listen to audio of exchange via Twitter.

In his response, Solly talked about “magnificent pedigree” of his Premier deputy chair, the son of Frank Crean and brother of the late Simon Crean who peaked politically as Labor's state Treasurer in Tasmania from 1998 until 2004 and has served on no other public company boards. Disappointingly, none of the 3 candidates spoke to their re-election. Listen to audio of exchange via Twitter.

Tim Antonie re-election

It took a number of attempts to get anyone at the top table besides Solly to speak at the AGM but eventually got there with a specific related party transaction question pitched at "lead independent director" Tim Antonie. Even “Is Tim Antonie's microphone working?” failed at first as Solly demanded that questions be directed through him and then said he didn't know if Tim's microphone was working. The protest vote against Tim was lower at 7.84%. Listen to audio of exchange via Twitter, plus the response from Tim Antonie.

Terry McCartney re-election

There was a 16.2% protest vote against Terry McCartney's re-election which opened the door to turn up the heat a little given Solly had been so needlessly combative and unhelpful in earlier exchanges. Pushed for a better explanation of the board's view on whether tenure reduces independence and whether they intended to respond in any way to these material protest votes. Listen to audio of the McCartney questions being pitched via Twitter.

Amidst a barrage of gratuitous insults, Solly even came up with “you add no value to this meeting”. Had simply asked for a response to the biggest protest vote of the day and whether it was an independence or tenure issue that had concerned the proxy advisers and some major shareholders about Terry McCartney's re-election. Listen to audio of exchange via Twitter, plus these final comments where Solly says 50.1% is all it takes to win. This AFR story about McCartney in November 2022, after he'd successfully run hostile for the Myer board as Premier's candidate, provides some interesting background.

Media coverage of AGM

Because Solly invited journalists to a "press conference" at The Pullman after the AGM and also sent the share price tumbling 16% with the profit downgrade, there was quite a bit of media interest in the overall Premier situation, although none of its covered the protest votes or the floor debate during the 50 minute meeting, presumably because most of these journalists were covering the meeting remotely and Solly turned off the livestream as soon as his chairman's address was over, something that rarely happens at public company AGMs.

Solomon Lew blames the economy, cost of living crunch for Smiggle sales slump
The Nightly, Cheyanne Enciso

Economy has huge issues, billionaire retail icon warns
The Canberra Times, Derek Rose of AAP finance desk

Premier's Lew flags weaker earnings after sluggish Smiggle sales
The AFR, Carrie LaFrenz

Solomon Lew's Premier Investments misses analysts' expectations
The Australian, Eli Greenblat

Copyright © 2025 The Mayne Report. All rights reserved

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