8 questions lodged at 2024 Toys R Us virtual AGM

Q1. After the latest $19.8m loss in 2023-24, we are now carrying $311 million of accumulated losses and claim to have negative equity of $15.2m. Could the external auditor, Mr Morillo Maldonado, from RSM, please comment on how we are still technically solvent and trading on the ASX with such a large negative equity position. Could the chair and CEO also comment on what they regard as the major decisions which contributed to this huge destruction of shareholder funds over the past 20 years?

Answer: The external auditor at first wasn't able to be heard but then provided an answer, after which the chair Kelly Humphreys gave a good historical summary pointing to the ridiculously large Clayton warehouse and the ill-fated move into the UK as the two biggest mistakes..

Q2. Best practice is now to disclose the proxy position to the ASX along with the formal addresses to offer more timely disclosure to the market? The likes of Origin Energy, NAB, Car Group, Viva Energy, Webjet, Xero, Myer, Brambles and JB Hi Fi all do this. Will you adopt this practice at next year's AGM? Given that more than 98% of voted stock is done by proxy 48 hours before the AGM, the meeting itself is essentially an election outcome announcement event. But if you don't disclose the outcome in a timely manner, we finish up debating in the dark and having to ask questions like this one. Have there been any major proxy protest votes ahead of today's AGM, including on this remuneration report item?

Answer: The chair Kelly Humphreys said this would be taken into account for next and wrongly claimed there had been "no proxy protest votes" when there was a 33% rem strike. Watch video of exchange via Twitter.

Q3. I couldn't find any record of past AGM debates on the investor relations section of your website. Could you please post a full transcript of today's AGM debate to the ASX announcements platform or, failing that, publish a full recording of the AGM webcast on your own website. We have over 1000 shareholders but less than 50 of them will be watching today's virtual AGM live and they should be able to find out what was said at the meeting.

Answer: The chair said this hadn't been considered before and would be assessed. Watch video of exchange via Twitter.

Q4. Best practice is now to hold a hybrid AGM with both a physical presence and the ability for shareholders to participate online. Will we commit to do this next year because virtual AGMs are proving to have less levels of engagement and are not good for accountability. Will we give the opportunity to shareholders to actually meet the directors in person at next year's AGM, whilst retaining the online component?

Answer: The chair said they had not had much demand from shareholders for a physical presence but would consider this for next year. Watch video of exchange via Twitter.

Q5. Could John Tripodi, as a long serving director, and the new chair Kelly Humphrys, both please comment on the biggest changes in board process, delegations, reporting lines and governance that Kelly has implemented since taking over as chair. Could the CEO also comment as to whether Kelly is more or less hands on than her predecessor as a chair? Also, there was a 30% vote by proxy against John's re-election. Who did this and why?
Answer: Watch John Tripodi comment on the right-sizing and more inclusive management style of new chaifr Kelly Humphrys, the chair reflect on John's 30% protest vote, the chair comment on her changes and the CEO comment on her chair's hands on style.

Q6. When disclosing the outcome of voting on all resolutions today, including Mark Simari's election, please advise the ASX how many shareholders voted for and against each item, similar to with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and insight into the chronically low retail shareholder participation rate. The likes of Qantas, ASX, Suncorp, Tabcorp and even the world's biggest share registry provider Computershare have all voluntarily provided this data during the current AGM season. You've got the data, so why not let the sun shine in?

Answer: The chair said this would be considered.

Q7. The 5 most valuable US big tech stocks - Microsoft, Apple, Amazon, Alphabet and Nvidia - are together worth more than $20 trillion, largely because they have enormous pricing power and are over-charging customers the world over. Could the CEO comment on which of the big global technology companies we are most reliant on and what would we do if they suddenly put their prices up by 30%?

Answer: not asked.

Q8. Given the 30% protest vote against the extra 10% placement capacity resolution, will we commit to not ask for this authority again at next year's AGM. Best practice is pro-rata capital raisings, not selective placements.

Answer: not asked, although it was lodged after the resolution had been dealt with and they didn't circle back to general questions at the end.

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