Articore advises shareholders to reject board spill proposal

My Nguyen

11th Jul 2025

Redbubble parent Articore Group has recommended that shareholders vote against the resolutions proposed by Martin Hosking and Richard Cawsey at the forthcoming Extraordinary General Meeting (EGM). 

Hosking and Cawsey, who are referred to as the requisitioning shareholders, previously requested the removal of the entire current board and the self-nomination of four candidates.

The board of directors said that the resolutions are not in the best interest of the group and its shareholders, and that the requirements for the proposal would cause unnecessary disruption, cost, and risks during the group’s momentum under a renewed leadership team.

At the beginning of last month, Articore Group shuffled its C-suite, including the appointment of Robin Mendelson as chair and Vivek Kumar as CEO, to meet the company’s challenge of lacking US-based directors, as the company has announced that it would refocus on the US market.

“With over 90 per cent of revenue generated outside Australia and approximately 60 per cent of employees based in the US, their proposal to install a geographically concentrated Board introduces risks which undermine effective oversight, weaken governance and potentially overlook key strategic opportunities tied to our global operations,” said Mendelson.

Other appointments have been ongoing, including Australian-based chairs of the People, Remuneration and Nominations Committee (PRNC) and the Audit and Risk Committee (ARC).

As the requisitioning shareholders’ unclear future strategy and their unexplained board changes proposal, the board determined that the EGM is not in the best interests of shareholders, given that the Annual General Meeting will take place shortly. 

Since failing to reach a compromise resolution with the requisitioning shareholders, the board expects that Articore will be required under the Corporations Act to call an EGM. 

Members will receive information about the meeting in due course, following Articore’s responsibilities under the Corporations Act. Shareholders are not required to take any action at this stage.

“The recent progress achieved and underway to unlock value for all shareholders must not be derailed. The board unanimously recommends shareholders vote against all resolutions,” said Mendelson.