2024 Annual General Meeting Results
Summary
- Perpetual Limited held its 2024 Annual General Meeting (AGM) on October 17, 2024.
- Seven resolutions were put to a vote.
- All resolutions passed except for the adoption of the 2024 Remuneration Report (Resolution 1) and the election of Mr. Rodney Forrest (Resolution 5).
- Resolution 1 (Remuneration Report) received 11.92% votes against, triggering a 'first strike' under the Corporations Act 2011 (Cth).
- More than 25% of votes cast against Resolution 1 constituted a first strike.
- Total votes cast across all resolutions ranged from approximately 2.3 million to 49.9 million.
- Proxy votes constituted a significant portion of the total votes cast.
Sentiment
Score: 4
Explanation: The overall sentiment is negative due to the 'first strike' on the remuneration report and the failure of one of the resolutions. However, the successful passage of other resolutions mitigates the negativity somewhat.
Highlights
- Perpetual Limited's 2024 AGM was held on October 17, 2024.
- Seven resolutions were voted on.
- Resolutions 1 and 5 failed.
- Resolution 1 (Remuneration Report) received a 'first strike' with more than 25% of votes cast against it.
- Total votes cast varied significantly across resolutions, ranging from approximately 2.3 million to 49.9 million.
Positives
- Re-appointments of Ms Mona Aboelnaga Kanaan, Mr. Philip Wagstaff, and Mr. Paul Ruiz were all successful.
- Approval of the hurdled equity grant to the new CEO and Managing Director was passed.
- Renewal of Proportional Takeover Provisions was approved.
Negatives
- The 2024 Remuneration Report was not adopted, resulting in a 'first strike'.
- The election of Mr. Rodney Forrest as a director was unsuccessful.
Risks
- The 'first strike' on the Remuneration Report could lead to further scrutiny of executive compensation and potential future challenges.
- The failure to elect Mr. Rodney Forrest may indicate shareholder dissatisfaction with the board's choices.
Future Outlook
The 'first strike' on the remuneration report may lead to increased scrutiny of executive compensation and potential future challenges for the company.
Industry Context
The results of the AGM, particularly the 'first strike' on the remuneration report, reflect a broader trend of increased shareholder activism and focus on corporate governance within the Australian financial services industry.
Next Steps
- Perpetual Limited will likely review its remuneration practices following the 'first strike' on the remuneration report.
- The board may need to address shareholder concerns regarding the unsuccessful director election.
Key Dates
- 17 October 2024: Date of the Annual General Meeting
Keywords
Filings with Classifications
Quarterly Business Update
- Asset Management AUM decreased by 4% to approximately A$221 billion, indicating worse than expected performance in this segment.
Half Yearly Report and Accounts
- The NPAT was significantly lower than previous periods due to significant items including impairment losses, indicating worse than expected results.
Half Yearly Report and Accounts
- The net profit after tax attributable to equity holders of Perpetual Limited decreased to $12.0 million from $34.5 million year-over-year.
Half Yearly Report and Accounts
- The Scheme Implementation Deed with KKR for the sale of Wealth Management and Corporate Trust businesses was terminated after receiving unfavorable views from the ATO and an adverse report from the Independent Expert.
Half Year Results
- The statutory NPAT decreased significantly due to significant items and an impairment in Asset Management, indicating worse than expected results.
Company Update
- The termination of the Scheme of Arrangement with KKR is worse than expected as it represents a failed transaction and incurs significant transaction and separation costs.
Transaction Update
- The Independent Expert's inability to support the deal due to potential tax liabilities is a worse outcome than expected.
Scheme Update
- The document indicates a delay in the finalisation of the transaction due to ongoing engagement with the ATO regarding the tax treatment.
Scheme Update
- The potential for a A$488 million tax liability is significantly worse than expected.
- The ATO's position that the entire cash proceeds could be deemed an unfranked dividend is worse than expected.
- The uncertainty surrounding the transaction due to the ATO's stance is worse than expected.
Shareholding Change Notice
- The reduction in Perpetual Limited's shareholding in Kina Securities Limited indicates a negative market sentiment or a strategic decision by the investor to divest from the company.
Change of Substantial Holding Notice
- The decrease in Perpetual Limited's voting power in Healius Limited from 14.505% to 13.467% indicates a reduction in their stake, which is worse than maintaining or increasing their holding.
Substantial Holder Notice
- The results were worse than expected because Perpetual Limited decreased its stake in Infomedia Limited, indicating a potential loss of confidence in the company's future prospects.
Annual General Meeting Results
- The failure of the remuneration report and the election of a non-board endorsed director candidate represent worse-than-expected outcomes for Perpetual Limited.
Annual Report
- Despite overall revenue and profit growth, significant net outflows from the Asset Management division were worse than anticipated, leading to a substantial impairment charge and impacting the final dividend.
Annual Report
- The timeline for the shareholder vote on the KKR scheme is subject to regulatory approvals and finalization of tax and duty discussions, potentially causing a delay from the initial target of early 2025.
Quarterly Business Update
- The 3% increase in AUM to A$222 billion exceeded expectations, driven by positive market movements and net inflows.
Sustainability Report
- The development of a cultural diversity target was paused due to the Strategic Review and potential separation of the Wealth Management and Corporate Trust businesses.
- Some community giving activities were paused due to reduced bandwidth resulting from the Strategic Review.
Annual Report
- While UPAT increased, a significant non-cash impairment charge and other significant items resulted in a statutory net loss, indicating worse-than-expected results.
Annual General Meeting Notice
- The allocation of the LTI award to the new CEO is contingent upon the completion of the transaction, which could cause a delay in the award's allocation.
Annual General Meeting Notice
- The statutory net loss after tax of A$472.2 million was significantly worse than expected due to substantial non-cash impairments and other significant items.
Quarterly Business Update
- Asset Management AUM decreased by approximately 5% to A$215 billion, impacted by net outflows, market movements, and currency fluctuations.
Strategic Review Announcement
- The strategic review resulted in a cash offer that the board considers superior to other alternatives.
- The transaction unlocks significant value for shareholders through the sale of Wealth Management and Corporate Trust at attractive multiples.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.