Accent Group has set up a path to a conditional board spill vote, as its non-executive directors volunteer for re-election ahead of a possible second strike against the company's Remuneration Report.
Accent’s non-executive directors – excluding CEO and MD Daniel Agostinelli, and Frasers Group nominee director David Forsey – have voluntarily decided to stand for re-election at the company’s upcoming AGM, bringing the question of Board composition directly to all Accent shareholders.
This comes amid ongoing scrutiny from Frasers Group over Accent’s operations and business decisions, with particular scrutiny over Accent’s board. Frasers is Accent’s largest shareholder, with a stake of 22.9 per cent, and launched a shareholder takeover bid in June with an offer price of $0.65 per share.
Accent Group chairman Lawrence Myers said the participating directors – or those who’ve volunteered for re-election – were elected to act in the best interests of all Accent shareholders, and not any one shareholder.
“By voluntarily standing for re-election, we are putting the question of Board composition directly where it should be: in the hands of shareholders,” Myers said.
“The Board wants to ensure the focus is where it belongs: driving performance in challenging market conditions, executing Accent's 2030 Strategic Growth Plan and delivering value for all Shareholders.”
Myers added that Frasers has had ample opportunity to put its case to Accent’s shareholders through its takeover bid, which he claimed has failed to attract meaningful support. Based on stock exchange announcements by both companies, it appears that none of Accent’s shareholders has sold shares to Frasers.
All this comes more than a year after Frasers signed a deal with Accent, allowing the company to roll out its Sports Direct business across Australia.
Since launching its takeover bid, the UK retail group has aired various reasons why it wants to acquire more shares in Accent. This includes criticising Accent’s financial performance and capital management under chairman Lawrence Myers and the current management team.
These included Accent's decision to pay a 3.25 cents per share interim dividend at its half-year results in February 2026, despite a 40.5 per cent year-on-year decline in net profit after tax, followed by a further earnings downgrade in May 2026.
Frasers also referenced approximately $341 million of goodwill on Accent's balance sheet as at June 29, 2025, noting the company's own sensitivity disclosures show goodwill impairment headroom of only 45 basis points.
There were also concerns around an ASIC investigation into alleged insider trading by Accent personnel, including the chief executive officer, disclosed earlier this year.
The bidder's statement also raised questions about the achievability of targets in Accent's 2030 Strategic Growth Plan, announced May 13 this year, which include a $1.9 billion-plus total sales target and a 9 per cent-plus EBIT margin target, against Accent's recent like-for-like sales trajectory and two FY26 earnings downgrades.
Frasers initially shared that it is seeking to increase its ownership and board representation to protect its investment, having reached the limit of the "3 per cent creep" exception under the Corporations Act. Under a Subscription Agreement between the two companies dated April 2025, Frasers has the right to request an additional board nominee once its relevant interest reaches 26 per cent.
Accent has since swiped back against the criticisms. Just after the takeover bid was first launched, the Accent board noted the offer price of $0.65 per share represents no premium to Accent's average price recently, which has traded above the offer price since June, averaging just over $0.70. Though, on Thursday, September 17, Accent’s share price dipped to $0.66 per share.
Accent then formed an independent board committee to focus on the takeover bid, which began telling its shareholders to reject Frasers bid, citing more reasons. As well as non-premium offer, the IBC noted the offer also does not factor in the company’s 2030 targets of $1.9 billion in sales, 9 per cent EBIT margin and around 950 stores.
The committee also called the offer “opportunistically timed”, given the current cyclical weakness in the discretionary consumer retail sector, and added that Frasers has paid a higher premium for shares over the last year, including $1.718 per share paid in May 2025.
According to the IBC, Frasers Group's objectives are to increase its holding and secure additional board representation and influence over Accent.
In today's announcement, chairman Myers said the board’s voluntary decision to stand for re-election will enable shareholders to directly decide how they want their company to be run.
He said that CEO Agostinelli, together with his senior executive team and with the support of the Board, has put forward a “clear and cohesive plan” for the future of the company.
“Whilst Frasers has offered plenty of criticism, as part of its takeover offer and attempts to obtain greater influence over Accent, it has offered no detailed alternative strategy for the company, beyond a series of criticisms and proposed changes, including that Accent should not pay dividends for the foreseeable future,” Myers said.
"Frasers is not a neutral commentator. It is both the bidder for Accent and a commercial counterparty under the Sports Direct strategic partnership. Its interests may not always align with those of Accent Shareholders as a whole."
If the participating directors are re-elected to the board and Frasers votes against Accent's Remuneration Report, contributing to a second strike at the AGM, the conditional resolution to spill the board would then be put to shareholders.
According to the board, it does not consider that a statutory governance mechanism intended to promote accountability should be used by Frasers as another avenue to pursue its own strategic objectives or seek greater influence over the board, particularly where shareholders will already have just voted on whether the participating directors should continue to serve.
However, if Frasers decides to ignore the will of shareholders and votes in favour of the spill resolution, and the spill resolution is passed, Accent intends to hold the spill meeting shortly following the AGM.