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Kogan chairman admits mistakes as shareholders narrowly approve $110m bonus

The deal offers the founders a collective 6 million shares at an exercise price of $5.29 per share. Kogan shares currently trade around $18, however, the deal was originally struck in May when shares were closer to $8.

“Right then, the value was very different to what it looks like now, and the heat wouldn’t have been there to anywhere near the same degree,” Mr Ridder said.

Shareholders narrowly approved the grant at the company’s annual general meeting on Friday, with 57.3 per cent voting in favour, a victory Mr Ridder attributed to the “quiet majority” of investors on Kogan’s share register.

However, shareholders simultaneously expressed their broader disquiet with the company’s governance by issuing a resounding ‘first strike’ against Kogan’s remuneration report.

Close to half, or 43.8 per cent, of shareholders opposed the remuneration report, constituting a sizeable protest vote well above the 25 per cent threshold required.

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Mr Ridder said it was “perplexing” to see such a high vote against the report given the executives low fixed remuneration and the recent stellar performance of Kogan shares, however, he acknowledged many may have viewed the handling of the options package as a governance failure.

“We understand it’s everyone’s right to voice their opinion through their vote in whichever fashion they wish, and we have to learn what that means and how to work with it in the future,” he said.

Mr Ridder has pledged to elect a new independent director within the next two months but stopped short of committing to appoint a female director to the all-male board, saying the company was looking for the best available talent, along with “compatibility and a ‘je ne sais quoi’ type of relationship”.

The generous bonuses offered to the company’s top executives has attracted significant controversy in recent weeks, with shareholder activists such as Stephen Mayne slamming the proposal.

Mr Mayne asked a number of questions at Kogan’s meeting on Friday and also received a 14 per cent vote in favour of his bid to be elected to the company’s board in an attempt to boost its level of independent directors.

In a trading update provided at the AGM, Kogan said the company’s sales had doubled from July to October, and gross profit had rocketed more than 130 per cent. Active customers also rose to 2.68 million.

However, shares fell 3.6 per cent to $17.66, with RBC Capital Markets analyst Tim Piper noting the growth at the company was beginning to “moderate” from the COVID-induced peaks reached earlier this year.

“The challenge ahead for these high growth ecommerce businesses is now cycling strong comps which will naturally see year-on-year growth rates moderate from current elevated levels,” Mr Piper said.

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