Articore Group – the parent company of print-on-demand marketplaces Redbubble and TeePublic – is facing a shareholder stoush, with founder Martin Hosking and former board chair Richard Cawsey seeking to spill the group’s entire board.
A letter shared and signed by both parties, together holding approximately 16 per cent of Articore and at least 5 per cent of the votes, have shared a notice letter to other shareholders. The letter includes eight resolutions for consideration, which culminates in the complete upending of the board and the appointment of four non-executive directors.
This includes the removal of current board chair Robin Mendelson from the board, as well as the removal of Robin Low, Robin Sherwin and John Lewis as directors.
Two other directors have already left the board, including former chair Anne Ward and director Ben Heap.
Alongside this, Hosking and Cawsey are calling to appoint Cawsey himself, Andrew Nash, Carole Campbell and Christine Christian as non-executive directors.
Cawsey is the former chair of the Articore board and is the founder of Denali Venture Partners. Nash has more than 35 years in marketplaces and e-commerce businesses and holds a dual US/Australian citizenship. Campbell has more than 30 years in finance leadership roles including mutli-nationals and cross-border M&A integrations. And Christian has more than 35 years in financial services, credit analytics, publishing and digital.
In the signed letter to fellow shareholders, the group noted that fundamental issues of 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.”
Since May this year, Hosking and Cawsey have pressed the board for comprehensive renewal and a credible plan to stabilise and grow the business.
Instead, they claim there was a partial and insufficient board refresh, with Ward and Heap departing with no new directors being added, and a “disorderly” CEO transition.
“While we strongly support Mr Vivek Kumar’s appointment [as CEO], the abrupt removal of Martin Hosking, without any standard transition period, and whilst the CFO and CTO roles remain vacant, leaves the business operationally fragile at a critical time,” the note read.
Amid the recent board and leadership shift by Articore, the board also announced a strategic review, which Hosking and Cawsey said lacks clear scope, timeline or accountability, which could risk further delay while performance continues to deteriorate.
“We have repeatedly sought genuine dialogue with the board to avoid the cost and disruption of a shareholder vote. Regrettably, we think a shareholder vote is necessary.
Speaking on the proposed new board line-up, Hosking and Cawsey noted the four new candidates have scaled business in the US and globally. This comes as the board repeatedly noted that Articore’s core base of revenue is from the US, comprising 75 per cent of total revenue.
“This slate combines 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,” the note concluded.
The note is requesting a general meeting to vote on the resolutions.