NRW chair eyes early exit after big re-election protest vote and eighth consecutive pay strike

NRW Holdings’ chair will step down early after a big protest vote against his re-election accompanied an extraordinary eighth consecutive strike against the $2.4 billion mining and civil contractor’s pay report. Michael Arnett barely survived Thursday’s vote at NRW’s annual general meeting in Perth, with 48.6 per cent of voted shares directed against the re-election for another two-year term after proxy advisers raised concerns about his long tenure. NRW shares, however, paid no heed to the rebuff, racing to a record high on the back of an upbeat outlook and upgraded profit guidance delivered to the AGM. Mr Arnett, a corporate lawyer who has chaired NRW for the past nine years and been on the board for 18 years, told the meeting the voting results were “disappointing to say the least”, promising that a board renewal would be “fast-tracked in earnest”. “It’s almost certain that it won’t be me standing here next year,” Mr Arnett said. The re-election of another long-serving director, former EY partner Jeff Dowling, was opposed by 42 per cent of voting shareholders. The remuneration report was rejected by 73 per cent of voted shares - easily exceeding the 25 per cent threshold for a strike - amid protracted friction and disagreement between the NRW board and proxy advisers over chief executive Jules Pemberton’s pay. A separate resolution for the grant of one million performance rights to Mr Pemberton was also rejected by 73 per cent of voters. It was NRW’s eighth straight strike since 2018 and the second after the clock was reset two years ago, triggering a vote on Thursday to spill the board that was overwhelmingly rejected. A visibly frustrated Mr Arnett, who was publicly backed by small shareholders at the AGM, criticised what he described as the proxy advisers’ “inconsistent” policies on executive remuneration and said they focused on pay to the exclusion of NRW’s financial and share market performance under its current directors and management. He said NRW had “worked over the years with the . . . proxy advisors in a positive manner, accepting their criticisms on diversity, tenure, remuneration, incentive schemes and all manner of criteria in those schemes”. “Notwithstanding obtaining comprehensive independent remuneration benchmarking advice each year, which we carefully review and consider, the rules to which we are then assessed seem to change year on year,” he said. “These rules are also being applied inconsistently across the ASX200 and in our case, over the years where what was stated as appropriate and which we were encouraged to adopt to avoid our past misgivings subsequently have become the justification to reject our remuneration report but a few years later.” Mr Arnett reiterated NRW’s stance over the past year, telling shareholders the board will decide how it best rewards its executives. Investors were unfazed by the voting, marking shares up to a record high of $5.35 on Thursday as Mr Pemberton revealed a strong start to the 2026 financial year by NRW, helped by its mining operations in Queensland and the September acquisition of NSW electrical and mechanical contactor Fredon Industries. NRW is now tipping revenue of $4.1b for 2025-26, with underlying earnings before interest, tax, depreciation and amortisation forecast at between $260 million and $265 million, up from a minimum $255m tipped in early October. Mr Pemberton told shareholders a “strong first-half performance and the depth and quality of work in hand, coupled with the strength of opportunities in all markets in which we play, augurs well” for the current year and beyond. NRW shares closed 3.7 per cent higher at $5.31.