BRN Discussion Ongoing

[Fullmoonfever]

Re the spill vote.

Think we need to understand points 3-5.

Especially if people think chucking in a no vote whilst not actually attending the AGM to follow it through is gonna be enough to appease them.

If I read correctly and post your interpretation if you see it differently.

No vote passed on remuneration report.

Company puts new resolution "at said AGM" to hold spill meeting.

Only those in "attendance" at the AGM can vote on the new resolution.

Sean stays anyway.

EGM held within 90 days.

Only then will there be consideration to spill "some or all" of the board.


What is the two strikes rule?

In summary, the two strikes rule is a staged process that works like this.

1. At its annual general meeting (AGM), the company must put a resolution to approve the remuneration report to shareholders. If more than 25 per cent of eligible shareholders vote against the resolution, the company receives a ‘first strike’.
2. At the following year’s AGM, the company must again put a resolution to approve the remuneration report to shareholders. If, in that year, more than 25 per cent of the eligible shareholders again vote against the resolution, the company receives a ‘second strike’.
3. If the company receives two consecutive ‘no’ votes on the remuneration report resolutions, then the company must immediately put to the AGM at which the second ‘no’ vote was cast a resolution to hold a spill meeting.
4. If the majority of those at the AGM eligible to vote on the spill resolution vote to support the spill resolution, then all board positions (except for the managing director) are declared vacant and become open for election, and a special meeting must then be held within 90 days of the spill resolution — the extraordinary general meeting (EGM).
5. The EGM will then consider whether to spill some or all of the board.

Each step has specific rules in relation to shareholder voting eligibility.

 

[Fullmoonfever]

For a bit of perspective.

Posted this awhile ago. Part of it below.

BRN Discussion Ongoing

Just for a bit of additional perspective, this blog post gives a bit of background analysis and data on some additional impacts for consideration. https://www.therewardpractice.com.au/can-a-strike-affect-company-share-price/ Does The ‘Two-Strikes’ Law Really Matter? We researched whether or...

thestockexchange.com.au

Can a ‘strike’ affect company share price?​

To put this theory to the test, we looked at companies in the ASX 300 that received a strike from 2016 to 2022.

For companies that received a ‘strike’ during this period, we posed two questions relating to the share price in the year that followed:

1) What is the likelihood of a share price reduction*?​

The graph below shows that there is a greater than 50% chance of a share price drop following a ‘strike’.

2) If there was a share price reduction*, what was the average drop?​

The graph below shows that if there is a share price drop it is by approximately 30% on average.

*Note calculations based on closing share price day prior to AGM and closing share price last trading day of financial year.

	The results of this analysis reinforce the findings from the UBS research and academic studies, suggesting a shareholder ‘no’ vote on the remuneration report can materially hurt the value of the company.
No data available in table

How can companies avoid a ‘strike’ ?​

To minimise the risk of organisational complications that may arise as a result of a ‘no’ vote on remuneration reports, we offer the following 3 suggestions:

Design the right structure

Developing a strong remuneration structure and strategy that is tailor-made to suit a company’s size, growth stage, industry and goals is the first step towards mitigating a risk of a strike. When a company’s remuneration structure is appropriately aligned with these aspects, it can appear as indicative of good governance across the board. With ‘at risk’ pay comprising up to 70% of executives total remuneration in ASX300 companies, getting incentive structures right should be a key focus. See our blogDesigning Employee Incentives For ROIfor more information.

Determine appropriate quantum

An effective remuneration benchmarking methodology is a useful means of developing appropriate quantum when it comes to executive pay in particular. Equally important is ensuring that incentive payouts are in alignment with overall company performance. This can help a company steer clear of negative voting outcomes. See our most recentRemuneration Pulsefor more information on market trends regarding remuneration quantum.

Provide effective disclosures

Clear and comprehensive communication around what is being paid, combined with detailed rationale aroundwhyandhowit’s being paid go a long way with company stakeholders. It’s easy (and common) for companies to omit key details in remuneration disclosures and that can have an effect on shareholder votes. See our blog3 Strategies To Improve Your Remuneration Reportfor more information on how to create an effective rem report.

 

[toasty]

Re the spill vote.

Think we need to understand points 3-5.

Especially if people think chucking in a no vote whilst not actually attending the AGM to follow it through is gonna be enough to appease them.

If I read correctly and post your interpretation if you see it differently.

No vote passed on remuneration report.

Company puts new resolution "at said AGM" to hold spill meeting.

Only those in "attendance" at the AGM can vote on the new resolution.

Sean stays anyway.

EGM held within 90 days.

Only then will there be consideration to spill "some or all" of the board.


What is the two strikes rule?

In summary, the two strikes rule is a staged process that works like this.

1. At its annual general meeting (AGM), the company must put a resolution to approve the remuneration report to shareholders. If more than 25 per cent of eligible shareholders vote against the resolution, the company receives a ‘first strike’.
2. At the following year’s AGM, the company must again put a resolution to approve the remuneration report to shareholders. If, in that year, more than 25 per cent of the eligible shareholders again vote against the resolution, the company receives a ‘second strike’.
3. If the company receives two consecutive ‘no’ votes on the remuneration report resolutions, then the company must immediately put to the AGM at which the second ‘no’ vote was cast a resolution to hold a spill meeting.
4. If the majority of those at the AGM eligible to vote on the spill resolution vote to support the spill resolution, then all board positions (except for the managing director) are declared vacant and become open for election, and a special meeting must then be held within 90 days of the spill resolution — the extraordinary general meeting (EGM).
5. The EGM will then consider whether to spill some or all of the board.

Each step has specific rules in relation to shareholder voting eligibility.

I don't think Sean does stay as a director....his position on the board is spilled like all the rest, unless he's the MD?? I know he's the CEO and a director but is he the MD??

 

[Diogenese]

From the good guys.

View attachment 61826

Well it's good to see some creative writing, switching from coffee shops to bakeries - the possibilities are endless ...

 

[Yoda]

Hi Cardpro,maybe we have new IP deals,that cant be made public, as they are under NDA,and the monetary value of the IP is unquantifiable,so we will just have to wait patiently for money to appear in our account

If there is a completed IP deal that would have to be announced to the market under the ASX's continuous disclosure rules.

 

[supersonic001]

In this new project by Joshua Buck, learn how to monitor machine health and build a predictive maintenance solution that can detect abnormal patterns, using a BrainChip Akida Enablement Platform. | Edge Impulse (a Qualcomm company)

In this new project by Joshua Buck, learn how to monitor machine health and build a predictive maintenance solution that can detect abnormal patterns, using a BrainChip Akida Enablement Platform. Available at: https://lnkd.in/g_n3Ma4w #EdgeAI #MachineHealth #PredictiveMaintenance

www.linkedin.com

 

[Fullmoonfever]

I don't think Sean does stay as a director....his position on the board is spilled like all the rest, unless he's the MD?? I know he's the CEO and a director but is he the MD??

We don't have a MD and MDs actually report to the CEO if you have one.

That places the CEO top of the tree so I would suspect to provide business continuity (in a spill) that if there is no MD then the CEO becomes the default MD as that would also be part of their role.

 

[Evermont]

Surprising how many are focused on customer receipts, remuneration and perceived lack of traction at this point. Everyone's a management consultant right?

$90,000 for me represents a business that has opened a store in a shopping centre with no other tenants and a customer base that isn't yet aware what, or how valuable Akida will be to them at a future time.

We are in the right place, know who our customers are and have an experienced team driving development.

In my opinion, by piecing together the ecosystem one step at a time (as is clear by the current strategy) the company is doing exactly what it needs to build the audience and fill the shopping centre. Funny enough, the shopping centre itself will also see value in the product.

Based on recent engagement the foot traffic is increasing and I think the tipping point is still to come.

Now is a good time to sit back and take stock of how well positioned, and how far embedded BrainChip actually is within an industry where the level of engagement will be extraordinary.

Board spill? Second strike? You have got to be kidding. That won't be a misstep but a face plant.

FWIW - those also critical of BrainChip engagement with shareholders should also check out the 57 separate Business Wire releases over the past 12 months. Not sure there is another ASX listed entity who can match this cadence?

Search

The global leader in press release distribution and regulatory disclosure. Public relations and investor relations professionals rely on Business Wire for broad-based and targeted market reach.

www.businesswire.com

 

[Bravo]

For those agitating for a spill, it may be helpful for you to reflect back on what Sean actually said last year about revenue, remuneration and the 5 year plan. I don't think there is any way you could accuse Sean of misleading anyone in relation to the company's timelines. Perhaps you need to adjust your expectations to align more realistically with the information has been communicated to you?

In this interview with the ASX Investor in May last year (11 months ago) Sean was asked the following question about how soon we can expect the "lumpy" revenue to transition into a more regular cadence:

(18.30 mins)

ASX Investor: Are you hoping to see that cadence in the next 6-12 months? Are we talking 3 years, 5 years? What are you anticipating?

Sean: I would think it's not that far out, but it's not that far in. Some where in between that right now.


(20.15 mins)

Sean: This market is big and it's very, very fragmented right now. And like all markets, there's some point where on or two or three leaders come out. So depending on your time horizon, there's no question that the market is here at the moment, there's no question that the market is big. We intend to be one or two or three of those leaders. And what that means for the market cap, I think is very hard to understand. But you can imagine if there's a big market and there's only one, two or three and you are one of those leaders, then I think it's a very large market cap.


(21.45 mins)

Sean: We're in a very, very competitive space. First of all, the heart and soul of any company, particularly in AI is the quality and the brains of their people. And artificial intelligence is the most competitive field in the world to recruit people today. Secondly, were a global company and you know we have presence in Europe, in the United States, India and here (edit: Australia) and we're recruiting everywhere - we're literally outside of those regions right now and we have to pay those kinds of packages to recruit the very best talent.


(25.00 mins) 5 year plan

Sean: Well obviously we'd have regular cadence. We'd have our licenses. We'd have grown to the level that I committed to our board that we would. But I also want to see that we're emerging as a standard. Standards take a decade to come out, but we should be well on that path as a leader in the market. We don't want to just be a participant. We want to be a leader. And we want to be a large sustainable company. My goal is to build a large sustainable company that goes on for many, may years.

 

[jtardif999]

There are many, many companies on the ASX making millions per year and even quarter, yet they continue to burn cash, year after year, not because of their employee costs, but because of their other costs of doing business.

This is where BrainChip's IP model, is so Golden.

When we "are" making millions per quarter and in an increasingly larger amount, it will be an increasingly larger profit percentage.
Even with increasing technological investment, profits can approach a margin of 90%!

We have no idea, when things will really get moving, revenue wise, here.
But the Company as a whole is moving in the right direction and most of us here know that.

For those of waning patience, keep in mind the saying..

"Fortune favors the old"

Party time, could be just around the corner!



View attachment 61787

Fortune favours the brave , but perhaps the braves are old

 

[jtardif999]

Why we are still at this level? Of curse because we have still no gains. Of curse everyone wish we would be at 20000 dollars per share but we are not! But i invested in brainchip when we had nothing than dreams and a mascot as a robot. We was asked by the board which design the box of the product they should use. And we was happy like little children those days. Now we made such big steps and our ecosystem and partners are big players! I would never sell or vote against the team (which anyway would make no sense to change it positively) just because of the actual situation. We reached a lot if you looking back until now. No negative news… products are amazing. I’m talking only for my self because you asked me. I better loose all my invest, then selling and watching how it’s rising after my decision. Second, why not selling and buying lower? It’s to risky in my opinion. If it goes down, I can load up… that’s all good night!

It is a curse too!

 

[Guzzi62]

For those agitating for a spill, it may be helpful for you to reflect back on what Sean actually said last year about revenue, remuneration and the 5 year plan. I don't think there is any way you could accuse Sean of misleading anyone in relation to the company's timelines. Perhaps you need to adjust your expectations to align more realistically with the information has been communicated to you?

In this interview with the ASX Investor in May last year (11 months ago) Sean was asked the following question about how soon we can expect the "lumpy" revenue to transition into a more regular cadence:

(18.30 mins)

ASX Investor: Are you hoping to see that cadence in the next 6-12 months? Are we talking 3 years, 5 years? What are you anticipating?

Sean: I would think it's not that far out, but it's not that far in. Some where in between that right now.


(20.15 mins)

Sean: This market is big and it's very, very fragmented right now. And like all markets, there's some point where on or two or three leaders come out. So depending on your time horizon, there's no question that the market is here at the moment, there's no question that the market is big. We intend to be one or two or three of those leaders. And what that means for the market cap, I think is very hard to understand. But you can imagine if there's a big market and there's only one, two or three and you are one of those leaders, then I think it's a very large market cap.


(21.45 mins)

Sean: We're in a very, very competitive space. First of all, the heart and soul of any company, particularly in AI is the quality and the brains of their people. And artificial intelligence ifs the most competitive field in the world to recruit people today. Secondly, were a global company and you know we have presence in Europe, in the United States, India and here (edit: Australia) and we're recruiting everywhere - we literally outside of those regions right now and we have to pay those kind of packages to recruit the very best talent.


(25.00 mins) 5 year plan

Sean: Well obviously we'd have regular cadence. We'd have our licenses. We'd have grown to the level that I committed to our board that we would. But I also want to see that we're emerging as a standard. Standards take a decade to come out, but we should be well on that path as a leader in the market. We don't want to just be a participant. We want to be a leader. And we want to be a large sustainable company. My goal is to build a large sustainable company that goes on for many, may years.

Awesome DD.

Anyone calling foul play can chew a bit on what the man said.

He is following his plan, he got the people he wants/need to executing it and are on track/schedule.

I am holding on to my shares and wish I could buy more but I am currently not in a position to do so.

That was not an advice but only IMHO.

 

[Evermont]

This was from an IFS keynote only 68 days ago and is a good reminder that our place alongside industry leaders did not occur fortuitously.

 

[Labsy]

A no vote is a vote to punch yourself in the private parts like a retard .... Are you a retard?
Do we need to put a cone around your head and some mits on?
So stupid....

 

[IloveLamp]

A no vote is a vote to punch yourself in the private parts like a retard .... Are you a retard?
Do we need to put a cone around your head and some mits on?
So stupid....

 

[7für7]

A perfect example of a rant with barely any thought behind it. Based upon your last sentence written by an entitled 69er.

What are the implications of a spill with respect to ongoing operations, company engagements or financial backing for the company?
As a customer how would you view the complete disruption of the leadership team.
The spill would be triggered by a vote against the remuneration of employees - what are possible ramifications of attracting top talent to the company when they do due diligence, in a very tight market for credible, intelligent, driven individuals in the semiconductor industry?
How long does it take to attract new directors, and then how long does it take to get them upto speed?
How much money will that cost in terms of employment or potential lost opportunity?
In my opinion, at this stage of the companies life, a second strike would almost kill the company.

Exactly

 

[Euks]

Well i might as well add in my 2 cents seeing how thats what everyone else is doing!!!

If i could just vote to get rid of the CEO I would be a happy chappy. I like the rest of the board i just cant stand Sean...

Last year at the AGM in Sean's address he said the following:

"As I stood before you last year, just a few months into the role as CEO, I already had determined that radical changes needed to take place in our sales effort. Our processes needed vast improvement, our sales talent wasn’t appropriate for this market, and our coverage was limited geographically. Over the course of the year, I have brought on a new veteran sales leader, retooled, or replaced existing sales personnel and expanded our coverage to a much broader US presence and international coverage including Korea, Japan, and Europe."

So these radical changes resulted in what? Rob TELSON being moved sideways (or retooled) to another role and veteran sales leader Chris STEVENS being hired..... Well Chris STEVENS was a flop and we were not even told he quit/got fired until somebody messaged Tony after somebody else on here found his Linkdin had changed......

The other thing that annoys me is he is literally stating he come to the company and identified the sales team was crap and needed changing. The same sales team that sold 2 IP contracts which is an amazing effort if you also take into consideration Seans other bold statement about Brainchip when he arrived, That being:

"As we engaged with prospects in the first half of the year, we heard consistent feedback from virtually all engagements, which was while Akida 1.0 was, and is, at leadership levels of performance and power, the addressable number of uses cases was arguably narrow and targeted in places where existing “good enough” solutions were already in place. We simply were not going to be successful with the Version 1 product."

So upon reflection we simply were not going to be successful with version 1 of Akida and we needed a new sales team to sell the next version.

So in one corner of the ring we have Rob Telson with a pretty average sales team, a narrow product that landed two IP deals and also got partnerships with Mercedes, NASA, Ford, Socionext to name a few.

In the other corner with have Sean HEHIR, who is onto his second head of sales, has had the 2nd generation chip available to EAPs since March 2023 and general availability since October 2023 but no IP Contracts..

So what has Sean added, The Ecosytem seems to be what he hangs his hat on along with the 2nd generation chip. I would argue we already had an ecosystem before he arrived because Louis DiNardo stated we had around 100 NDAs. Then Sean said in a recent interview that it takes "several months to a year for a customer to make a decision once they have our IP". The second generation chip has been in the hands of EAPs for 13 months and general availibility for 7 months.....

In my opinion Sean has been a failure as our CEO.

ill leave you with the following quote from the end of his address at last years AGM:

Commercially, we finally have the team and processes in place to engage broadly and deeply. We will aggressively market, partner and sell globally over the next 12 months; and while the transformation will never fully complete, it has put us in a much better position to win engagements.

Euks

 

[hotty4040]

A no vote is a vote to punch yourself in the private parts like a retard .... Are you a retard?
Do we need to put a cone around your head and some mits on?
So stupid....

Who, might I ask @Labsy: are you referring/replying to ? I failed " mind reading " exams at school.

A somewhat retarded response to an opinion provider ( who ever that might have been ) IMO


Akida Ballista >>>>> relax and chill out comrades, could've been a worse result - AGM will be interesting <<<<<


hotty...

 

[SERA2g]

Hi all

Addressing a few 'concerns' some people have raised here.

@Esq.111 in relation to this post concerning Anil's shares not reconciling

Anil holds his shares via Merrill Lynch which is a nominee account. My understanding is that the balance showing in the Top 50 report includes all shares that Merrill Lynch holds on behalf of its clients. This could include Anil and who knows how many other shareholders. The 10m variance may be a result of other shareholders having sold their shares which then affects the balance held by Merril Lynch, but not the shares held on behalf of Anil. This might explain why no announcement has been issued regarding Anil's shares being sold, because he hasn't sold any.

If Anil has sold some there there's obviously a reporting issue that needs to be resolved.

@Fullmoonfever mentioned in this post that Anil is below 5% so no need to report.

That's incorrect as far as I'm aware. ALL director share sales and purchases need to be reported to the market, irrespective of % held at time of transaction. The 5% rule only applies to shareholders who are not directors but have a substantial holding being 5% of the shares on issue. This goes hand in hand with the response to Esq.

@AARONASX seems to have an issue with RSU's that have been issued in this post

RSU's are restricted stock units. They are not ordinary shares held by the directors. RSU's are issued to the directors but have effectively nil value. The director needs to satisfy a KPI or performance result in order for the RSU's to convert to ordinary shares. This reflects the performance shares that will be available to the directors if they meet their KPI's for the year ahead. It doesn't relate to the past year's performance.

 

[Esq.111]

Afternoon SERA2g ,

According to BRN s ASX announcements......... On 21/12/2023 . Ceasing to be a substantial holder notice was issued stating Anil had dropped below the 5% .

This notice form was dated 31 / 10 / 2022 ...yet only decided to sign the document on 21 /12/2023 .....

ONLY 14 MONTHS AFTER THE EVENT. ???????

*Photo included of document,


Document states Anil held 84, 999,833 shares on 21/12/2023
Latest Top 50 List indicates Merrill Lynch 76,842,009 shares on 28/4/2024

Decrease of 8,175, 824 Shares . Possibly more , as you have pointed out SERA2g , Merrill potentially hold others shares within this structure.

Regards,
Esq.