5 questions lodged at 2026 Xero (XRO) virtual AGM
August 27, 2026
Below is the text of the 5 written questions submitted at the 73 minute Xero (XRO) 9am AEST virtual AGM held via MUFG platform on August 27, 2026. See notice of meeting detailing 5 resolutions including a remuneration report vote. See 6 questions asked at 2023 AGM. Market cap $15.17b on AGM day. The proxies were not disclosed early last year and the only protest was a huge 48.7% vote against the remuneration report they voluntarily put up. They did disclose the proxy votes early this year and it showed 18% against director Mark Cross and 70% against the remuneration report. See poll results.
Q1. Whilst virtual AGMs suit me in terms of attending 300-plus meetings a year, best practice is to run a hybrid meeting with a physical component as well, so that shareholders can grill the directors in person. Will chair David Thodey undertake to hold a best practice hybrid AGM next year like most dual-listed New Zealand companies do? Does he have a problem with hybrids because he also chairs Ramsay Healthcare, and they run physical only meetings in Sydney, which is even worse that a virtual AGM. Get with the program please David!
Answer: Got David Thodey cold on this one. There was a group of them wearing Xero t-shirts in Auckland. Why couldn't shareholders be with them at head office? As for Ramsay, he failed to defend the dinosaur physical AGM format citing the fact that most directors live in Australia. Yes, but why force us Melbourne residents to fly to Sydney to attend in person? Travelling to meetings isn't just an international issue and all AGMs should have online access. Watch video of exchange via Twitter.
Q2. At the 2023 AGM, chair David Thodey said there had been a 15% vote against the re-election of director Mark Cross because proxy adviser ISS wanted to make a point about your failure to offer shareholders a non-binding remuneration report vote. Commendably, you heeded this message and have voluntarily delivered such a vote ever since. At last year's AGM there was a record 48.7% protest vote against the remuneration report, up from 22.5% in 2024. What did Mark Cross make of all this and has he suffered another protest vote today?
Answer: The chair David Thodey handed over to Mark Cross who noted that his re-election vote had once again been impacted by his membership of the rem committee and he was taking the vote seriously as the message had been received "loud and clear". Watch video of exchange via Twitter.
Q3. Ernst & Young took over as external auditor in October 2015, replacing PwC. Have we run a competitive tender for the audit in the ensuing 11 years and when are we next planning to run a competitive tender? Don't talk about partner rotations after 5 years. We all know that is the law. This is about audit firm tendering and good governance on procurement of this important service for shareholders? UK law mandates an audit tender every 10 years. Do we adopt that as best practice? If not, why not?
Answer: Sounds like EY have never faced a competitive tender during this period and chair David Thodey has no plans for a tender to happen any time soon. Watch video of exchange via Twitter.
Q4. The AFR reported the following this week: "Xero investors have been particularly irritated by the fall in the stock price & Singh Cassidy's share sales. In June, as Thodey met with investors to convince them of new rem terms, Singh Cassidy sold more than $4 million worth of shares, citing her need to pay tax. In July, she sold the rest of her shares in the company for the same reason." Could the CEO please respond to these criticisms. Why did she sell so many of her shares. Couldn't she have taken out a loan to pay the tax?"
Answer: Despite Sukhinder responding to an earlier question on her share sales, David Thodey gave her another opportunity which she took up. Watch video of exchange via Twitter.
Q5. Please summarise the recommendations by the various proxy advisers, including on this proposed increase in the board fee cap. Which of them recommended a vote against, what reasons did they give and did this translate into material protest votes on any of the remuneration resolutions.
Answer: Because question wrangler Simon didn't read out questions on the specific resolutions as they were dealt with, this one was out of date and redundant when he got to it as Susan Peterson had by this time already delivered one of the longest ever rem committee chair speeches. That said, the brass still did politely respond when they could have just said "refer to previous answers". Watch video of exchange via Twitter.
Copyright © 2026 The Mayne Report. All rights reserved
