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The latest application from CP’s PNPL is very frustrating. The best outcome for the company would be to run with the results of the meetings, consign the squabbling over personnel to history and leave the new management team to get on with their plans to create more value for all of us, rather than continue spending absurd amounts of time and money on litigation and admin.
 
That said, on my reading of the meeting materials I think CP may have a case, particularly with the 2pm meeting, which is irritating in the extreme. The voting form for that meeting clearly indicates (towards the bottom of the ‘step 2’ section) that the Chairman intends to vote undirected proxies in favour of each item of business. Because of the way the resolutions were worded, the board were actually recommending voting in favour of some resolutions, and against others (in particular against 10 and 12 to remove Dunmore and Askin). At the meeting, it looks like the Chairman voted the significant amount of undirected proxies that he had within his discretion against the resolutions, which was enough to defeat them. In doing so, he voted consistently with the board’s recommendations (and no doubt how most people who appointed him expected him to vote), but inconsistently with the published intention that was on the proxy form. CP’s lawyers will be all over that and I would be amazed if it didn’t result in those proxy votes being invalid, as you could easily make the case that the voting form left sharehold
ers with the impression that by leaving the voting intentions and proxy appointment blank, they were authorising the Chairman to vote in favour of removing Dunmore and Askin. Realistic outcome in those circumstances would be to hold another vote, as its just not possible to reverse engineer what the intentions behind those 200m undirected proxies actually were.
 
Pretty lousy slip-up by those involved with preparing the proxy form – given circumstances and CP’s litigious nature, there should have been massive focus on getting the legals spot on – but ultimately will not really change anything given the same resolutions will be re-aired on 19 July anyway. Interestingly the same language that the Chairman intends to vote undirected proxies in favour of each item of business does not appear on the voting form for 19 July – you wonder why if they fixed it up for that meeting they didn’t go back and rectify the mistake on the form for the 22 June meeting, although maybe it was just too hard and easier to hope the slip-up went unnoticed. Looks like it didn’t.