4 questions lodged at 2026 L1 Group (L1G) hybrid AGM

Q1. Thank you for disclosing the proxies early to the ASX along with the formal addresses. They showed a 15.9% proxy protest vote on the remuneration report. Which of the proxy advisers covered this meeting and did any of them recommend against the remuneration report. If so, what concerns were raised and are we planning to make any changes?

Answer: L1 Group chair Guy Strapp dismissed the 16% protest vote on rem as yesterday's news because he said it related to past terminational payments which had already been approved by shareholders. He also talked about miscommunication. Don't it like when chairs brush of rem protest votes like this. Watch video of exchange via Twitter.

Q2. As the only independent director up for election today, could Rachel Grimes please outline her perspective on how this unusual board works with two founders who are executives of the business, have voting control, but are not formal voting directors. Do both founders attend board meetings? Are they consulted on the settling of board agendas. Are they sent the full board papers as if they were on the board? Why don't we just put them on the board whilst retaining a majority of independent directors? Could the chair also offer his perspective on these issues?

Answer: Was very impressed with Rachel Grimes. She gave a great stump speech supporting her re-election, then handled this curly question on founder influence with aplomb, saying the founders don't attend board meetings, set agendas or receive board papers. Her answer was so convincing, that chair Guy Strapp sensibly said he had nothing to add. Watch video of exchange via Twitter.

Q3. The founders weren't able to vote on the remuneration report, so the 15.9% protest vote was only delivered by 84.67m voted shares. On this proposed new constitution, the against vote was more than double this at 173m but it only amounted to 8.23% because the founders were able to vote their controlling stake. Given the need for a 75% super-majority to adopt a new constitution, would this resolution have been voted down but for the founders? What concerns sparked the against vote of stock worth $194m? Which proxy advisers recommended against and why?

Answer: The chair claimed one proxy adviser was concerned that the new constitution proposed a maximum of 10 directors. Surely it had to be more than that given the current board is well below 10. Watch video of exchange via Twitter.

Q4. If the two founders are so hands off on governance issues, why have they voted their controlling stake in the company to adopt a whole new constitution? Who on the board negotiated with the founders on the question of whether they would support this new constitution? Are they even at the meeting today to explain why they support changing the constitution when a substantial minority of shareholders don't?

Answer: The L1 Group founders rammed through a new constitution today against the wishes of investors who voted stock worth $194m against but they didn't even turn up to the AGM to explain why. This whole "they're just fund managers" routine is a bit hard to stomach. As co-founders and the most important KMP, they should be front and centre at the AGM, not on the golf course or whatever they were doing today apart from forcing through a whole new constitution at a public company they control. Watch video of exchange via Twitter.

Copyright © 2026 The Mayne Report. All rights reserved

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