Myer board on collision course with billionaire shareholder

Myer’s board has pushed major shareholder Solomon Lew to put up or shut up on directing traffic at the retailer, asking him to stop buying more shares unless he was willing to lob a takeover offer for the company.

The “standstill” request was revealed by Myer in its notice of meeting released on Monday, which also outlined the board’s position on the election of Lew’s hand-picked nominee, Terry McCartney, as director at the retailer’s AGM in November.

“The company sought Premier’s agreement to a standstill, namely, that Premier would not acquire any further Myer shares unless pursuant to a takeover offer made to all shareholders,” Myer said in the notice.

Premier has rejected Myer’s standstill request, labelling it “surprising and inappropriate”, setting the scene for a potentially bruising AGM in a month’s time.

The Myer board, led by JoAnne Stephenson, said it is prepared to work with McCartney subject to protocols that address potential conflicts with his role as a director at Lew’s Premier Investments. However, it has left the ultimate decision on his nomination to Myer shareholders.

In its notice on Monday, Myer said it remains open to discussing appropriate board representation for Lew’s Premier Investments, which currently owns 22.9 per cent of Myer and does not have any representatives.

The board said it decided not to support McCartney’s nomination due to Premier not providing certain safeguards – including the need for most of the board, and its chair, to be independent.

“The board has therefore not made a recommendation as to whether shareholders vote in favour or
against…the election of Mr McCartney.”

“This is a matter to be determined by the shareholders, without a recommendation of the board,” Myer said.