5 questions lodged at 2025 Nufarm hybrid AGM
February 7, 2025
Below is the text of the 5 written questions submitted at the 67 minute Nufarm (NUF) hybrid AGM held on February 4, 2025, plus a summary of the answers and some video grabs via Twitter. Proxies were disclosed early with the formal addresses. See notice of meeting and voting results. Market cap was $1.36b on AGM day before the shares jumped more than 5% on the update. Shareholder activist Charlie Kingston flew down from Sydney and solidly engaged with chair John Gillam from the floor.
Q1. Could the chair comment on whether he supports the principle that public companies should release their full year results before the deadline closes for candidates to nominate for the board at the AGM. If some disaster unfolds in the annual results, shareholders need time to arrange changes to the board at the following AGM. We follow this principle but the majority of ASX100 companies with September 30 companies don't. Can the chair guarantee that we won't switch to a rushed pre-Christmas AGM like what NAB, Westpac, ANZ, Elders, Bank of Queensland, Orica and Incitec Pivot do? Were there any issues engaging with proxy advisers and major shareholders after Christmas using our current timetable as this is the excuse that the big banks use for holding premature pre-Christmas AGMs?
Answer: chair John Gillam said they'd tried one pre-Christmas AGM after moving from a July 31 to a September 30 AGM and it was way too compressed so they're happy having landed in early February with no plans to change. Listen to audio of exchange via Twitter.
Q2. Many thanks for embracing the practice for the first time today of disclosing the proxy position to the ASX along with the formal addresses before the AGM commenced. And well done for winning such strong voting endorsement on all resolutions. It is also good that you consistently offer shareholders hybrid AGMs and also don't hold a premature AGM like other companies with September 30 balance dates. The one remaining disclosure required to match the best practice achieved by the likes of ASX, Qantas, Tabcorp, Suncorp and our own share registry provider Computershare, would be to embrace scheme-like voting disclosure with the poll today, revealing how many shareholders voted for and against each item. Will you do this, including on this resolution dealing with the re-election of David Jones? If you commit to do this, I'll vote in favour of all resolutions today?
Answer: chair John Gillam said no to the "gripe" about scheme-like disclosure, emphasising that Nufarm focuses on following the law. Listen to audio of exchange via Twitter.
Q3. The share price jumped more than 5% in the opening hour of trade so investors were clearly pleased with the trading update. Which aspect of the update does the chair believe delivered most materially on the update and how vulnerable are we to any tariff or trade shocks which may come from the Trump administration? I'm also confused why none of the directors own the ASX-listed Nufarm notes. With our improved financial performance, wouldn't it make sense to replace them with less expensive bank debt? What are our options if we want to take out the Nufarm notes?
Answer: chair John Gillam said these were good questions but then provided no insights on how the notes could be take out because it was "a sensitive issue".
Q4. When John Gillam was the long term chair of CSR, it only disclosed the pay details of 2 KMP in the annual report, the lowest of any ASX200 company. We only disclose 3, which is also below average. Could John comment as to whether this aversion to pay disclosure is peculiar to him and whether we're therefore likely to see a reduction of the 7 KMP pay disclosures in last year's Lendlease annual report, now that he has taken over as chair. Could our rem committee chair Marie McDonald also comment on why we only disclose 3. If this was to be expanded to 5, which 2 additional executives would be captured. Have we asked them if they would be comfortable having their pay arrangements publicly disclosed?
Answer: chair John Gillam was a bit annoyed by this one and didn't allow the rem chair a chance to contribute. He stressed that he inherited the situation at CSR and simply retained it. Listen to audio of exchange via Twitter.
Q5. Could CEO Greg Hunt summarise his past LTI grants since joining Nufarm in 2012 as to whether they have vested or lapsed. Also, has he ever sold any ordinary shares in the company or bought any on market without relying on an incentive scheme to build his equity position in the company? Please don't say look it up in the annual report and through ASX announcements. It's complicated and the CEO could factually summarise the situation in 60 seconds.
Answer: This was butchered by the question wrangler and then they made it out to be a massively onerous question and chair John Gillam said they wouldn't waste company funds working up a response when it was all publicly disclosed over the years. I just wanted a brief summary from the CEO and he wasn't even offered an opportunity to provide this. Poor effort.
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