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(Alliance News) - Revolution Beauty Group PLC on Tuesday said three of its directors were ousted from its board at Tuesday's annual general meeting, with shareholder boohoo Group PLC voting against their re-election, though its remaining director offered the trio a reprieve.
The dramatic events followed Revolution Beauty failing in its attempt at adjourning the AGM, with 74% of votes cast against the move.
Measures including the re-election of Chief Executive Bob Holt, Chief Financial Officer Elizabeth Lake and Chair Derek Zissman were put to shareholders. It was a poll the trio lost, with around two-thirds voting against their re-elections.
boohoo, which has called for wholesale board changes, holds roughly a 27% stake in the firm.
It meant Non-Executive Director Jeremy Schwartz, who won his re-election bid with flying colours, was briefly the beauty products seller's sole board member. Heading into the meeting, Revolution Beauty hailed Schwartz's experience. He was previously UK managing director at L'Oreal SA, responsible for "all consumer, luxury, salon and active cosmetics divisions".
Revolution Beauty said: "Jeremy Schwartz was required to weigh up a number of matters. In particular, he was required to comply with his duties as a director to (among other things) act in the way he considered, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole."
Among the matters he had to mull was the fact that Revolution Beauty must have at least three directors, according to its articles of association.
"The only action Mr Schwartz could take as a director under the articles would be to appoint additional directors to ensure that the company had the minimum number required under the articles," Revolution Beauty explained.
Schwartz appointed Rachel Maguire and Matthew Eatough as non-executives. Maguire is the founding CEO of strategic advisory Arko Iris Ltd. Arko provides governance counsel to mid-cap and large-cap leadership teams. Eatough "is an experienced entrepreneur who has founded and run a number of successful businesses".
The trio then re-appointed the ousted Holt, Lake and Zissman to the Revolution Beauty board and their previous posts.
"The decisions I took today as the sole director of the company following the AGM were not taken lightly. I had to consider my duties as a director, and act in what I genuinely believed to be in the best interests of the company, for the benefit of its members as a whole. Among other things, without the board changes effected following the AGM, there was no certainty as to when (if at all) the company's shares would be restored to trading on AIM. As a result of the appointment and re-appointment of the board, however, the shares are expected to be restored to trading imminently, something which is undeniably in the interests of all shareholders, including boohoo, as well as all of the group's other stakeholders," Schwartz said.
Revolution Beauty will now call a general meeting, requisitioned by boohoo, where shareholders will vote on the future of the ousted, then returned, executives. They will also vote on boohoo's own proposed additions to the Revolution Beauty board.
boohoo had earlier proposed the appointments of Alistair McGeorge and Neil Catto to Revolution Beauty's board, the former as executive chair and the latter as finance chief. It has also proposed adding Rachel Horsefield.
Horsefield is the former chief executive of THG PLC's Beauty arm, a company Revolution Beauty "has recently undertaken to cease commercial relationships" with.
McGeorge, a boohoo non-executive director, is the current non-executive chair of tonic waters and mixers producer East Imperial PLC.
Catto is currently a non-executive director at indie games publisher tinyBuild Inc, and was previously chief financial officer of boohoo between 2011 and 2022.
Revolution Beauty added on Tuesday: "The company remains convinced that it has the right senior management team in place for the future of the group, and the restoration of trading in its shares on AIM will be concrete evidence that this board is moving the company in the right direction. The boohoo proposal is a cynical, short-sighted and misguided attempt to engineer a boardroom coup solely for boohoo's benefit. However, the company remains willing to engage with boohoo, to ascertain whether it would be willing to withdraw its requisition, or to enter into a constructive dialogue with respect to the future of the company for the benefit of all shareholders."
Trading in Revolution Beauty has been suspended since September 1 after it failed to deliver its first audit by August 31. The company floated in July 2021.
Away from its board, other motions at the AGM received sizeable opposition. Motions on alloting shares, pre-emption rights and buyback authority were rejected by around 75%.
By Eric Cunha, Alliance News news editor
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