Bell Rock has succeeded in registering its protest against Australia-based Whitehaven Coal's US$4.1 billion acquisition of BHP Mitsubishi Alliance's Queensland Daunia and Blackwater coal mines after the Takeovers Panel rejected the miner's eleventh-hour bid to have the activist fund manager disqualified from voting at its annual general meeting.
Bell Rock, which did not have any representatives at the meeting, had pushed for Whitehaven funds not to be spent on new coal mine acquisitions.
It mounted a shareholder campaign and argued instead that this money should be returned to shareholders. It persuaded 40.6% of investors to vote against Whitehaven's remuneration report -- constituting a first strike against the board.
In Australia, boards face being spilled if they suffer shareholder votes of more than 25% against their executive pay proposals at two consecutive company annual general meetings, according to the Federal Corporations Amendment Act 2011.
In the case of a spill, shareholders will vote to determine whether the directors will need to stand for re-election.
Whitehaven submitted to the Takeovers Panel that at various times since May, Bell Rock represented to Whitehaven that it held a combined physical and derivative interest in Whitehaven shares of about 11%; Bell Rock had not publicly disclosed its interest with the requirement of the panel's guidance Note 20: Equity Derivatives; and Bell Rock misled shareholders by stating in a letter to Whitehaven shareholders on October 12 that it "manages just under 5% of Whitehaven stock".
Anonymous website Fair Shareholder Returns had also called for shareholders to vote against the election of directors Raymond Zage, Wallis Graham and Nicole Brook as well as Whitehaven's 2023 remuneration report, and the single incentive plan for Whitehaven managing director Paul Flynn.
It argued that Whitehaven chief executive Paul Flynn's proposed incentives are "highly unusual and encourage acquisitions over optimising shareholder returns and the responsible management of capital".
The resolution over incentive payments to Flynn recorded a 38.5% protest vote, while the resolution to re-elect Zage to the board was opposed by 24.6% of votes.
Another resolution put forward by activist group Market Forces at yesterday's AGM was defeated, with 96.37% voting against and 3.63% voting for.
The resolution was a proposal to amend the constitution to enable shareholders to put "advisory resolutions" to the AGM meeting.
A representative for Market Forces told the AGM the resolution was filed on behalf of over 120 shareholders concerned that this company seems "ideologically blinkered to what a decarbonizing world means for coal demand, threatening investor capital, our own workforce and the communities in which we operate our minds with abrupt unmanaged transition shocks or worse the physical impacts of runaway climate change".
"Our company says it supports the Paris agreement to limit global warming, while simultaneously expanding its thermal coal mining business," she said.
"This is completely at odds with the science, including modelling from the International Energy Agency, which tells us new and expanded coal mines are incompatible with the world's climate goals. Whitehaven claims it has transformed itself into a metallurgical coal company, wasting windfall profits from the previous years on two mines that BHP has deemed low quality.
"The reality is that diversifying into metallurgical coal will not insulate Whitehaven from the massive financial risks posed by a decarbonising world. The transition to green steel is well underway, with the pace outstripping expectations.
"With the International Energy Agency's update to its energy outlook, released just this week, the director Fatih Birol says the transition to clean energy is happening worldwide, and it's unstoppable. It's not a question of if it's just a matter of how soon and the sooner the better for all of us."
Whitehaven chief executive Paul Flynn said the company had clearly and repeatedly articulated its position on the role of coal in a more carbon-constrained future and demonstrated the resilience of its operating asset portfolio against a range of decarbonising scenarios, including a Paris-aligned scenario.
"The board does not consider it would be in the best interests of shareholders to limit business strategy to a single scenario, which is subject to considerable uncertainty," he said.
"The board, therefore, is firmly of the view that these resolutions are unnecessary and not in the interests of the company.".
