7 questions lodged at 2024 Bigtincan Holdings hybrid AGM

Q1. Given that the company is likely being taken over, do we really need to issue new performance rights to the CEO. Will these automatically vest in a change of control transaction? Have there been any material protest votes against this resolution and could David detail his lived experience when it comes to vesting from past LTI grants?

Q2. Did any proxy advisers produce a report ahead of today's meeting. If so, did they recommend a vote against any of today's resolutions, including this remuneration report item? Also, have there been any material proxy protest votes? Best practice is now to disclose the proxy position to the ASX along with the formal addresses, but you haven't done this today. Please detail the proxy position on all resolutions as soon as possible.

Q3. Thank you to Inese Kingsmil for her 3 years of service on the board. It is always helpful for investors to have access to some exit perspectives from retiring independent directors. In her final contribution as a BigTinCan director, could Inese please comment on what she regards as the best decisions made during her time on the board and does she have any regrets?

Q4. Could Earl Eddings and Tony Toohey please detail their history of working together running hostile for the board of public companies. As someone who has failed on 56 occasions running for public company boards, I'm impressed that you're prepared to have a crack. Do they believe BigTinCan has run a fair election process?

Answer: Neither attended the meeting so weren't able to answer the question. Watch video of question being asked via Twitter.

Q5. There have been many substantial protest votes against resolutions like this during the current AGM season. It is not good practice to allow a board to selectively place up to 25% of the company's shares to anyone they like over a 12 month period, diluting the existing shareholders without compensation for their lost property rights. What is our history of doing selective placements, why are we asking for this authority and has there been a substantial protest vote against this resolution? Placements favour big end of town investors at the expense of retail. When next raising capital, will you consider doing a renounceable pro rata offer?

Q6. When disclosing the outcome of voting on all resolutions today, including this proposed election of Tony Toohey, please advise the ASX how many shareholders voted for and against each item, similar to with the earlier scheme of arrangement vote? 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. I'm keen to understand if Tony Toohey's hostile board tilt was popular with retail shareholders. You and Computershare have got the data, so why not let the sun shine in?

Answer: They delivered with this extra data in the poll results announcement.

Q7. I couldn't find a full webcast archive of past AGMs on your website. Please ensure the full webcast is published this year, particularly given the important issues at hand. Less than 5% of shareholders will have watched live but the other 95% deserve the right to be able to find out what was said by all parties during the meeting, not just the voting outcome and the formal addresses.

Copyright © 2024 The Mayne Report. All rights reserved

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