Most Significant Votes: Wisetech, The Reece Group, Ramsay Health Care, Oracle, News Corp, Novo Nordisk, Campbell's, Cracker Barrel

We open in Australia with the continuing repercussions of a board spat, and cover a range of meetings from tech pay controversies to an extraordinary boardroom coup at a pharmaceutical giant.

Key votes this fortnight

Wisetech (AGM 21st November): In February, 4 of 6 directors resigned over "differing views around the ongoing role of the founder", Richard White (who holds 36% of shares), linked to allegations of inappropriate behaviour towards women. This sparked a 20% share price fall. After the resignations, White returned as chair and 5 of the now 7 directors have been appointed since the stoush. Co-founder Maree Isaacs faced 22% opposition (38% other than White) on her reappointment. Most dramatic was the remuneration report vote (on which White cannot vote): 49% opposition, including investor unhappiness at carrying over unvested shares on which performance hurdles were not met.
Reece Group (AGM 21st November): The founding Wilson family holds 67% but cannot vote on the remuneration report given that Peter Wilson is both chair and CEO. The headline vote was 45% opposition (53% including abstentions) — the second year in a row above 25%, triggering a potential board spill resolution that received only minimal support. Corporate governance gadfly Stephen Mayne proposed his own appointment to the board and was roundly rejected.
Ramsay Health Care (AGM 25th November): A 20% vote against the remuneration report (26% excluding the Paul Ramsay Foundation) appears to be a reaction to prolonged share price underperformance and a significant write-down of a UK acquisition under the prior CEO. The CEO was exited without incentive payments; the departing CFO received 6 months' salary in lieu of notice.
Oracle (AGM 18th November): 81-year-old founder Larry Ellison is executive chair, CTO, and 41% shareholder. Two newly appointed CEOs received significant fresh incentive packages: Michael Sicilia $100 million in options (80% based on continued employment) and Clayton Magouryk $250 million on the same terms. Former CEO Safra Catz exercised options worth $511 million in the year. 18% (36% other than Ellison) opposed the pay vote. Governance committee chair Bruce Chizen faced 24% (47%) opposition; member Awo Ablo 16% (32%). 80-year-old Michael Boskin, who has served 30 years, saw 9% (17%) vote against his chairing the audit committee.
News Corporation (AGM 19th November): Executive chair Lachlan Murdoch wields 33% of votes through LGC Holdco. Investors protested the dual class structure through votes against Murdoch himself (10%, or 16% excluding his own votes) and former Spanish prime minister Jose Maria Aznar, who chairs the governance committee (20%, or 32%). Natalie Bancroft also faced significant 16% (26%) opposition. CEO Robert Thomson received nearly $21 million, 221 times the company average.
Novo Nordisk (EGM 14th November): An extraordinary meeting lived up to its name. The Novo Nordisk Foundation, which controls 77% of votes through 10-times voting rights shares, ousted the entire board and replaced it with its own, having lost patience with declining share price momentum from the anti-obesity drug Wegovy. Former CEO Lars Sorensen was installed as chair despite normal investor objections to such appointments. Among outside shareholders, 61% abstained in opposition to Sorensen. Cees de Jong as vice chair saw 56% (excluding the Foundation) refuse to back him. Another candidate, Mikael Dolsten — who chairs 4 companies and sits on 7 further boards — withdrew his candidacy the day before the EGM, most likely due to significant investor opposition to his extreme over-boarding.
Campbell's Company (AGM 18th November): A call to enhance regenerative agriculture in its supply chain won 12% support (18% excluding the descendants of founder John Dorrance). Governance committee chair Archbold van Beuren, despite apparent lack of independence, faced 9% (14%) opposition.
Cracker Barrel Old Country Store (AGM 20th November): A culture wars clash following a fluffed rebranding saw activist Biglari Capital rally disgruntled shareholders. Director Gilbert Davila was voted off the board with 59% opposition. CEO Julie Masino survived with a 26% vote against. Changes to bylaws helping defend against activists were passed but with 44% opposition. Masino was paid $6.3 million, 278 times her median worker; 21% voted against executive pay.

That's it for this fortnight. We'll be back with Most Significant Votes — our last of 2025 — in two weeks' time, on December 19th.

Do remember to subscribe to Paul's newsletter on LinkedIn so as not to miss an issue!