Billionaire Mike Cannon-Brookes has scored a resounding victory at AGL's annual general meeting (AGM), with all four of his independent director candidates appointed to the energy giant's board.
Current AGL chair Patricia McKenzie acknowledged the election of all four candidates nominated by Mr Cannon-Brookes's investment company Grok Ventures, despite the current board urging shareholders only to vote for one — Mark Twidell — while rejecting Kerry Schott, Christine Holman and John Pollaers.
"The board determined that Mark Twidell, who brings customer-facing experience as well as more than 30 years of experience in the international energy sector, most recently as director (of) energy programs at Tesla, would prove a valuable addition to the board," she told investors at the meeting.
"After careful consideration, the board determined that, although the other candidates nominated by entities associated with Grok Ventures are respected directors in their own right, their skill set was either already present on the board or not aligned to the priority skills that were being sought through the existing board renewal process."
Shareholders overwhelmingly disagreed, with the election of the new directors sealed by proxy votes received ahead of Tuesday's AGM, mainly from large institutional shareholders, such as super funds and other fund managers.
The final tally of the votes was released late in the afternoon.
Dr Schott received nearly 86 per cent of votes in favour of her appointment, Ms Holman just over 82 per cent and Mr Pollaers about 61 per cent.
Grok Ventures also welcomed the re-election of former Clean Energy Council chair Miles George to the AGL board, after his initial appointment a couple of months ago.
"This represents another majority vote by AGL shareholders pointing to their desire for change, fresh thinking and more execution capacity to realise the potential of this great company," a Grok spokesperson said in a statement to the media.
"The AGL board has Grok Ventures' full support to deliver on the monumental task ahead, of rebuilding the company to lead Australia's green energy transition, for the benefit of all stakeholders."
Shareholders divided over Grok intervention
AGL shareholders such as Wilson Asset Management chair Geoff Wilson have hailed the vote as a major win for investors.
"This is a positive step forward for shareholder democracy," he said.
"It is important that all Australian company boards understand that they only serve at the wishes of their shareholders."
But not all shareholders were enthusiastic about the result.
Robert Roycroft was attending the AGM in person and said he voted in line with the AGL board's recommendation against three of the Grok candidates.
"Because he's a multi-billionaire, he can afford to not make a whole lot of money with AGL, so I'm not sure of his intentions," he told ABC News.
"If all the directors can get together and work in the interests of shareholders that'll be good."
Renewables 'history made'
Advocates say the election of Mr Cannon-Brookes's nominees adds pressure on AGL, as well as other large carbon-emitting companies, to further accelerate the switch to renewable-energy sources.
"History has been made today," Brynn O'Brien, the executive director of the Australasian Centre for Corporate Responsibility said in a statement.
"The board of an Australian listed company has been transformed by shareholders over its handling of climate risks.
"This is both a victory for shareholders and a scathing indictment on those who spent years destroying shareholder value by delaying the inevitable in the face of an escalating energy transition.
"It is vital that lessons are learned from AGL's colossal waste of time and shareholder funds."
Ms McKenzie immediately opened the boardroom door to the new directors on a groundbreaking day of change driven by investor concerns about climate risks
"The board welcomes these new directors to the board and will work constructively with them in the best of interests of shareholders," she added.
Ms McKenzie argued in her address that the company was already well-progressed in its plans to transition to renewables.
These include plans to close the Loy Yang coal-fired power station by the end of financial year 2035, as much as 10 years before the company had previously planned, adding up to 12GW of new renewables and "firming" capacity by 2036 at a cost of up to $20 billion, with up to 5GW of that in place by 2030.
Grok Ventures owns 11.3 per cent of AGL and that clout has already seen off a chief executive and a chair.
The additional power of four independent directors with a mandate to get coal-fired power stations closed before 2035 could see the company further accelerate efforts in this area.
AGL pay report gets first strike
Ms McKenzie also confirmed that, based on proxies received before the meeting, AGL was likely to receive a first strike against its remuneration report, with a substantial number of shareholders voting against.
"This is a disappointing result given that all major proxy advisors recommended that shareholders vote in favour of the report and no material concerns were identified," the chair told gathered shareholders.
"However, we will take this outcome into account when we review our remuneration structure during financial year '23 to consider opportunities to further align the structure with company performance and long-term shareholder value."
The final tally showed nearly 31 per cent of AGL shareholders voted against the company's remuneration report, comfortably above the quarter required to trigger a strike against the board.
Another strike next year would result in a motion to spill the entire board being put to shareholders.
AGL is also continuing its search for a new chief executive, having narrowed down to a shortlist of local and international candidates with an appointment expected in the coming months.
No doubt, the new independent directors will wield considerable influence over who that appointment will be, and also whether the embattled Ms McKenzie will retain her role as chair.
