BRN Discussion Ongoing

Kozikan

Regular
A bit cryptic Tech, but just to be clear I agree that a second strike would be disruptive and unlikely to be of any value in either increasing our share price or in speeding BrainChip's path to revenue.

You start out stating that it is confirmed that a 2nd strike will not succeed.......(confirmed by whom?)....
then go on with a plea not to let it happen. 🤣



Tech .... Cryptic ??
Nah .... I don’t know what you mean ?

Do You know what I mean ??
 
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TECH

Regular
A bit cryptic Tech, but just to be clear I agree that a second strike would be disruptive and unlikely to be of any value in either increasing our share price or in speeding BrainChip's path to revenue.

You start out stating that it is confirmed that a 2nd strike will not succeed.......(confirmed by whom?)....
then go on with a plea not to let it happen. 🤣



Not really.
One was a crystal ball vision and
the other was my personal opinion, so two completely ends of the spectrum.
The bottomline is, a no vote just reduces our 3 + year lead to 1 year as clients and potential clients MAY decide to delay things, meaning the whole conversation is pointless...but....
seth meyers GIF by Late Night with Seth Meyers
 
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miaeffect

Oat latte lover
Anybody here?????
 
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AARONASX

Holding onto what I've got
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A bit cryptic Tech, but just to be clear I agree that a second strike would be disruptive and unlikely to be of any value in either increasing our share price or in speeding BrainChip's path to revenue.

You start out stating that it is confirmed that a 2nd strike will not succeed.......(confirmed by whom?)....
then go on with a plea not to let it happen. 🤣



Votes yes on most but still voted no on a few.
 
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CHIPS

Regular

May I correct their mistake ... again?

On page 3 they write about 7 projects, but the following pages talk about 10 projects in total :rolleyes:.
I really would like to know who is making all those mistakes at BrainChip.
 
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Rach2512

Regular
May I correct their mistake ... again?

On page 3 they write about 7 projects, but the following pages talk about 10 projects in total :rolleyes:.
I really would like to know who is making all those mistakes at BrainChip.


Perhaps it's a tacked to make people post it again and again pointing out mistakes and in the process putting the info in front of more and more people? 🤔 Please don't shot me 🙈.
 
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skutza

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manny100

Regular
Overnight I have had it confirmed that a 2nd strike will not succeed, why, well first off, my crystal ball confirms that
no holders of Brainchip stock would be that thick as to stab themselves through the heart, meaning the bleeding
would initially be extremely hard to stop, and the damage caused could last for 12/24 months at best.

As two of our major shareholders aren't permitted to vote on the REM proposal, that leaves us rather vulnerable, more
so than I realized...meaning 25% is all that is needed to cause a 2nd strike.

Please consider your vote carefully, if you feel like punishing someone, that someone isn't the Brainchip key players, think
carefully before voting, as a no vote is not only damaging your investment at this critical stage of our development, but
pointless.

Brainchip is trying hard to disrupt the market with state-of-art technology to advance mankind, shareholders voting no
would cause the wrong type of disruption...think it through carefully.

My message is purely personal, I won't be in Sydney for the AGM, but back home in Perth observing, vote for the
right disruption...AKIDA ❤️💚💜 Tech.
A 2nd strike may happen at the AGM but there will be IMO no chance of a spill being voted for at the AGM.
A spill needs more than 50% of the vote at the AGM. BRN will be organising the Funds and large holders to proxy vote against a spill.
 
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TECH

Regular
A 2nd strike may happen at the AGM but there will be IMO no chance of a spill being voted for at the AGM.
A spill needs more than 50% of the vote at the AGM. BRN will be organising the Funds and large holders to proxy vote against a spill.
Hi manny...I think you will find that it's 25% or more as it will reflect 2 no votes on the REM proposal 2 years in a row, if that
happens to pan out that way....that's the information that I have received.

Regards Tech.
 
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buena suerte :-)

BOB Bank of Brainchip
Hi manny...I think you will find that it's 25% or more as it will reflect 2 no votes on the REM proposal 2 years in a row, if that
happens to pan out that way....that's the information that I have received.

Regards Tech.
Thought I would ping this on here for a reference

  • · A vote at one AGM against the remuneration report of 25% or more is a “first strike”.
  • · A vote of 25% or more against the remuneration report at the next AGM is a “second strike”. If a company suffers a second strike, shareholders must vote, at the same AGM, on whether a meeting should be held at which all non-executive directors would be required to seek re-election. A simple majority of eligible votes is required for such a “spill” resolution to be carried.
  • · Institutional investors (along with other eligible shareholders who cast their votes via proxies) will therefore be required to decide whether they would support a spill resolution before knowing whether a second strike will occur.
  • · Key management personnel (KMP) are the personnel whose remuneration is disclosed in the remuneration report. KMP and their “closely related” parties cannot vote on the remuneration report or the “spill” resolution (but all shareholders can vote on the re-election of directors).


In the lead up to this AGM season significant pressure has been building up for institutional investors to be “kinder” to companies in voting “no” if this could result in a second strike. The argument is that a “no” vote will create instability, as all non-executive directors may be open to re-election, and that given this outcome, some may not volunteer service for the board again. The instability would result in loss of share value. Investor returns will plummet. Fund managers will miss their index return performance targets and fees, and not receive their own incentive payments. The world will go to hell.



Unfortunately for the directors concerned, the institutional investors are paying no heed. They know that a majority of votes is required for a board spill. They also know that an investor voting against the remuneration report will be unlikely to also vote for a spill. Significant shareholders, those with 5% of shares or more, have had the opportunity before the 2 strikes law to call for a meeting to toss out directors on a remuneration matter, but they never have. In the usual course of director re-elections, ASX 300 shareholders have overwhelmingly endorsed company nominated directors, even if the company had received significant no votes for the remuneration report.



So, the huge majority of institutional investors are likely to vote on the remuneration report in a “business as usual” fashion, and not support the spill resolution. Several have already confirmed that this will be their intent (see, for example, ACSI’s perspective



This is not to say that no games will be played at the periphery, but these will tend to cancel out. On the one hand, some investors will insist on governance changes to ensure their support. This will require companies to indicate changes to remuneration policy. In cases where company performance has been very poor, an investor may be successful in obtaining concessions on board renewal as well. On the other hand, there may be some investors who support the remuneration report as an indication of confidence in the board, despite no major concessions being made on remuneration. We do not think this is likely. What is more likely is that a company’s engagement and disclosure has been more effective at explaining the remuneration policy, with no concessions on remuneration policy being made, and that this is enough to convince investors to support the remuneration report.



So, given that investors are not likely to pull any punches in voting on the remuneration report but will do so for the spill resolution, what does this mean for directors?



Some directors may gain confidence to continue with remuneration practices that raise the ire of a significant number of shareholders. But these will remain very much in the minority. Most accept that the standard required has been raised. That is, reputations now have to face a bar set at a 25% “no” vote. With the change in the height of the reputational risk bar is the added urgency for directors to respond to shareholder concerns. From what we see, investors are not about to go soft on you.
 
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Hi manny...I think you will find that it's 25% or more as it will reflect 2 no votes on the REM proposal 2 years in a row, if that
happens to pan out that way....that's the information that I have received.

Regards Tech.
Manny is talking about this Tech.


"If the following year’s remuneration report also receives a ‘no’ vote of 25% or more, the company receives a second ‘strike’. When a second ‘strike’ occurs, shareholders vote then and there to decide whether company directors must stand for re-election. This is known as a ‘spill’ vote. If the spill vote passes (i.e., 50% or more of eligible votes cast), a spill meeting is held within 90 days and the directors stand for re-election"

I personally don't want it to come to a second strike regardless, as it will definitely impact how the Company is seen and give fuel to shorters etc.

As has been said by many, it's fine to be a little impatient, but shooting the Company in the foot and in essence yourself, isn't going to help things.

The Company is moving along, but it will take more Time.
 
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toasty

Regular
Thought I would ping this on here for a reference

  • · A vote at one AGM against the remuneration report of 25% or more is a “first strike”.
  • · A vote of 25% or more against the remuneration report at the next AGM is a “second strike”. If a company suffers a second strike, shareholders must vote, at the same AGM, on whether a meeting should be held at which all non-executive directors would be required to seek re-election. A simple majority of eligible votes is required for such a “spill” resolution to be carried.
  • · Institutional investors (along with other eligible shareholders who cast their votes via proxies) will therefore be required to decide whether they would support a spill resolution before knowing whether a second strike will occur.
  • · Key management personnel (KMP) are the personnel whose remuneration is disclosed in the remuneration report. KMP and their “closely related” parties cannot vote on the remuneration report or the “spill” resolution (but all shareholders can vote on the re-election of directors).


In the lead up to this AGM season significant pressure has been building up for institutional investors to be “kinder” to companies in voting “no” if this could result in a second strike. The argument is that a “no” vote will create instability, as all non-executive directors may be open to re-election, and that given this outcome, some may not volunteer service for the board again. The instability would result in loss of share value. Investor returns will plummet. Fund managers will miss their index return performance targets and fees, and not receive their own incentive payments. The world will go to hell.



Unfortunately for the directors concerned, the institutional investors are paying no heed. They know that a majority of votes is required for a board spill. They also know that an investor voting against the remuneration report will be unlikely to also vote for a spill. Significant shareholders, those with 5% of shares or more, have had the opportunity before the 2 strikes law to call for a meeting to toss out directors on a remuneration matter, but they never have. In the usual course of director re-elections, ASX 300 shareholders have overwhelmingly endorsed company nominated directors, even if the company had received significant no votes for the remuneration report.



So, the huge majority of institutional investors are likely to vote on the remuneration report in a “business as usual” fashion, and not support the spill resolution. Several have already confirmed that this will be their intent (see, for example, ACSI’s perspective



This is not to say that no games will be played at the periphery, but these will tend to cancel out. On the one hand, some investors will insist on governance changes to ensure their support. This will require companies to indicate changes to remuneration policy. In cases where company performance has been very poor, an investor may be successful in obtaining concessions on board renewal as well. On the other hand, there may be some investors who support the remuneration report as an indication of confidence in the board, despite no major concessions being made on remuneration. We do not think this is likely. What is more likely is that a company’s engagement and disclosure has been more effective at explaining the remuneration policy, with no concessions on remuneration policy being made, and that this is enough to convince investors to support the remuneration report.



So, given that investors are not likely to pull any punches in voting on the remuneration report but will do so for the spill resolution, what does this mean for directors?



Some directors may gain confidence to continue with remuneration practices that raise the ire of a significant number of shareholders. But these will remain very much in the minority. Most accept that the standard required has been raised. That is, reputations now have to face a bar set at a 25% “no” vote. With the change in the height of the reputational risk bar is the added urgency for directors to respond to shareholder concerns. From what we see, investors are not about to go soft on you.
I'm not ion favour of a spill as I too believe it would be disruptive. That said, I'm far from happy about the incentives being handed out with no transparency about what they're for. And management, please don't say you can't reveal some further detail due to NDA's, that's just rubbish. If you are not capable of crafting some meaningful information for shareholders that maintains the conditions of the NDA's out there, then maybe we should be looking for some fresh faces............
 
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TECH

Regular
Manny is talking about this Tech.


"If the following year’s remuneration report also receives a ‘no’ vote of 25% or more, the company receives a second ‘strike’. When a second ‘strike’ occurs, shareholders vote then and there to decide whether company directors must stand for re-election. This is known as a ‘spill’ vote. If the spill vote passes (i.e., 50% or more of eligible votes cast), a spill meeting is held within 90 days and the directors stand for re-election"

I personally don't want it to come to a second strike regardless, as it will definitely impact how the Company is seen and give fuel to shorters etc.

As has been said by many, it's fine to be a little impatient, but shooting the Company in the foot and in essence yourself, isn't going to help things.

The Company is moving along, but it will take more Time.
Excellent, I understand now, 50% or more on the actual day at the AGM, sorry for any confusion I may have caused...cheers.
 
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BrainShit

Regular
 
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