Myer has responded to Premier Investments' requests, issued yesterday afternoon.
Premier Investments' chairman Solomon Lew, yesterday publicly requested that Myer release its FY21 results so that its prospective directors could consider the opportunity to join the board.
The business also requested that Myer give an "appropriate window of opportunity" after the release of the company’s results before calling this year’s annual general meeting (AGM).
Premier also stated that if Myer did not agree to this request, "Premier would have no alternative but to requisition an extraordinary general meeting (EGM) in close proximity to the Company’s AGM."
In response, a Myer spokesperson said that Myer is open to working cooperatively with Premier but has requested transparency around the process.
"Myer has consistently advised Premier Investments of its willingness to work constructively with them guided by key principles including maintaining the independence of the Myer board at all times, proportionate board representation with appropriate conflict protocols in place and shareholder support for any changes, ensuring minimal disruption to the business, and that a change of control does not occur without realising appropriate value for shareholders.
"Whilst indicating an intention to achieve a majority independent board, Premier Investments has consistently declined to provide any transparency regarding the independent directors to be nominated at the AGM in addition to its two or more Premier Investments representatives.
"Myer has repeatedly requested that Premier Investments provide the names and background information in relation to each person Premier proposes to nominate to the Myer board as soon as possible.
"With transparency around Premier’s proposed nominees and alignment with the key principles, Myer remains willing to work constructively with Premier and other shareholders in relation to the nomination of directors at the 2021 AGM.
"This process does not require any change to the existing notice requirements in relation to director nominations for the 2021 Myer AGM," the spokesperson said.
The spokesperson added that Premier's statement to call an EGM if Myer does not accept its requests is not in the interest of shareholders.
"Myer is fully aware of the obligations in terms of continuous disclosure and will update the market as appropriate.
"We have reiterated to Premier Investments our previously stated position that Premier’s threatened route of calling an EGM is not in the best interests of all Myer’s shareholders, customers, suppliers and team members in what is a challenging external operating environment for all Australian retailers, rather the appropriate forum is Myer’s AGM.
"The Myer board remains open to constructive dialogue regarding the director nomination process and existing timelines but only in the context of full transparency of Premier’s nominees in the near term, allowing consideration within the principles previously outlined and consultation with other large shareholders," the spokesperson said.