The Articore board, which manages Redbubble and TeePublic print-on-demand marketplaces, has called on shareholders to reject a proposal by Redbubble co-founder Martin Hosking.
Hosking and his and former board chair Richard Cawsey are seeking to spill the entire Articore board and appoint four new non-executive directors. This includes the removal of current chair Robin Mendelson from the board, as well as the removal of Robin Low, Robin Sherwin and John Lewis as directors.
The four proposed new appointees include Cawsey himself, Andrew Nash, Carole Campbell and Christine Christian as non-executive directors.
In a signed letter to fellow shareholders, Hosking and Cawsey noted fundamental issues including delays to take action and persistent concerns regarding governance, accountability and credible execution of strategy “remain unresolved”.
“Articore’s share price has collapsed from a high of $7.04 in January 2021 to around $0.22 today,” the note read. “This destruction of shareholder value has been, in our view, overseen by a board that has too often been reactive, inward looking and slow to act in your interests.”
However, Articore is telling shareholders that the proposals are not in the best interests of the group, adding that the timing, scope and nature of it would result in disruption, cost and risk.
This comes a month after Mendelson was appointed as chair of Articore, with Vivek Kumar taking on group CEO and ousting Hosking.
These changes, according to the Articore board, were part of a “deliberate and staged” reform program that began in 2023. Prior to 2023, the board had no US-based directors. Since then, the board added US-based expertise to align with Articore’s international footprint – with more than 90 per cent of Group revenue now generated outside Australia, and approximately 60 per cent of employees located in the United States.
Since the appointment of Mendelson and Kumar to their respective new roles, Article promoted Curtis Davies as interim CFO and reaffirmed FY25 guidance.
Mendelson said the proposal from Hosking and Cawsey would “eliminate critical continuity and expertise” at a pivotal time for the group.
“Their proposal to install a geographically concentrated board introduces risks which undermine effective oversight, weaken governance and potentially overlook key strategic opportunities tied to our global operations,
“The implication of the proposal is that 16 per cent of the shareholder base should dictate 100 per cent of the board positions, though Mr Cawsey has not outlined a plan or any changes to Articore's current strategy to improve the Group’s fortunes other than these board changes.
“We have met with Mr Cawsey several times. We have offered multiple pathways for engagement to avoid a costly and disruptive EGM especially so close to the AGM, all of which he has rejected. His proposal to replace the entire board without a clear alternative strategy is both unwarranted and destabilising.”
In their note to shareholders, Hosking and Cawsey said a successful turnaround of Articore requires a board that can rebuild trust and retention among creators and customers, countering AI commoditisation risks, restore technical leadership, ensure cost discipline, retain Australian engineering and operations talent, engage investors productively and “strengthen product-market fit and marketing efficiency to arrest revenue decline.”
“We have repeatedly sought genuine dialogue with the board to avoid the cost and disruption of a shareholder vote,” the pair noted. “Regrettably, we think a shareholder vote is necessary.”
On the new potential board candidates, Hosking and Cawsey noted they combine deep Australian governance experience with real-world operational leadership across the US, Asia, Europe and beyond — “matching Articore’s global revenue base with a board ready to deliver shareholder-aligned results.”
Under the Corporations Act 2001, Articore will be required to call and EGM. According to Articore, details of the meeting will be provided to members in due course and in accordance with Articore's obligations under the Corporations Act.