NZME chief executive Michael Boggs. Photo / Michael Craig
Auckland businessman Jim Grenon says he is willing to compromise on a new-look NZME board by including the company’s chief executive as a potential new director but says the existing board will hopefully and quickly decide it is “futile to continue”.
In a new letter released to the NZX by NZME today, Grenon, a 9.97% shareholder of NZME, has reiterated his push to become chairman of the media company, and to have his three nominees, Des Gittings, Philip Crump and Simon West, installed as new board members.
But to provide a compromise for some shareholder factions and to “end up with more consensus”, he says it might be useful to add up to four additional board members, as is permitted under the NZME constitution.
These could be from the “current board or advisory boards of one of NZME’s businesses; the senior management, most likely chief executive Michael Boggs, and a nominee from the shareholder Osmium Partners, who has separately nominated two directors”.
“Originally, Michael Boggs was not included on the proposed board, and my first letter may seem critical of him. It was not my intention to single him out with regard to the performance of the company,” Grenon wrote.
“Yes, he is part of what I consider to be some shortcomings, but I am prepared to give him the benefit of the doubt that he was not the only person involved and try for a fresh start for all.
“Although unusual in New Zealand, it is quite ordinary to have the chief executive on the board in many jurisdictions, and I think this vote of confidence will be helpful for both Michael and his staff at NZME.
“Also, he is not the person who agreed to pay what I feel is excessive compensation to him. Most of this has been bonuses, and the plan is (subject to employment law obligations) to reduce his overall compensation in the future.
“The appointment of some of these people may be subject to conditions, for instance, in the case of Osmium Partners, that they own at least 5% of the shares and, in the case of senior management, that they retain their position at NZME.”
The full letter is published below.
Grenon said that while his position was different to his original proposal, “I will in all cases still be elected the chairperson, and me and JTG’s three initial nominees will be at least half the directors and I will also have the casting vote, if it is an evenly divided board. I don’t expect the board will end up with eight members, but, if it does, it will likely be only in the short term.”
Grenon, whose 9.97% shareholding is represented by more than 18.7 million shares, said he was asking shareholders to vote out all existing directors – chairwoman Barbara Chapman, and board members Carol Campbell, Sussan Turner, David Gibson and Guy Horrocks.
He believed, given the indicated support for his proposal so far and his analysis of voting at last year’s shareholders’ meeting, that he would earn “overwhelming majority” support for his proposals.
Previously, he has said he has 37% support, a number that subsequently increased to some 47% with an additional about 10% support from various shareholders.
“It should be noted that discussions with these shareholders are ongoing, and some of them have backpedalled somewhat, so I do not know where this will end up,” said Grenon in his new letter. “However, I continue to engage in discussions with these shareholders, receiving valued perspective on the make-up of the new board.”
He said that at the NZME shareholders’ meeting last year, some 80 million proxies were submitted, which represented only 42% of the shares outstanding at the time.
“I am aware that approximately 40 million of those votes were from shareholders that now support my proposal for a new slate of directors. Reflecting on these figures, I believe my proposal will earn the support of an overwhelming majority of votes at the upcoming annual meeting.
“Hopefully, the existing board quickly decides it is futile to continue and ends both the distraction to the company’s affairs and the needless expense.”
He said the purpose of his “somewhat flexible” new approach was “to try to bring this contest to a conclusion as quickly as possible, because I think that is better for the company and its employees”.
“The flexibility described above allows me to try to accommodate different shareholder groups who can put the support for my proposal very clearly over 50% of the votes that will be cast so that the existing directors agree to end the turmoil quickly.
“Under the relevant rules, the new board could still decide to appoint additional directors, such as a person from Osmium even if they are not elected by shareholders.”
NZME – which owns the NZ Herald, Newstalk ZB, BusinessDesk, OneRoof and a suite of entertainment radio stations and regional news brands – has been approached for comment and a response to Grenon’s latest letter.
In a note to the NZX today, NZME said the second letter would also be included as an explanatory note in the notice of meeting for shareholders.
NZME’s annual shareholders meeting is being held on April 29.
“The board notes the second letter includes an update on Mr Grenon’s discussions with other shareholders,” today’s NZME notice said.
“The second letter also proposes that if Mr Grenon’s proposed new board is appointed, up to four further board members be added after the annual shareholders’ meeting, in addition to the nominees proposed by Mr Grenon (being Mr Grenon, Mr Crump, Mr Gittings and Mr West).
“The NZME board remains focused on protecting shareholder value and ensuring shareholders have all accurate and relevant information in order to consider the resolutions to be voted on by shareholders at the annual shareholders’ meeting.”
Grenon’s new letter goes into a detailed response to some of NZME’s recent media comments and public statements, which he says epitomise his concerns, raised in the first letter, about the “misleading, self-serving approach I feel NZME has taken with much of its disclosures”.
This included comments about the performance of the company over the past five years compared with other publicly listed media companies in Australasia.
“The claims of outperformance in the media release are focused on the previous five-year period share price performance, and total shareholder returns, while ignoring the declining operating performance of the business,” he wrote.
“To be clear, the operating performance, and what it forebodes for the future, is what I’m concerned with at NZME, not the historical stock price performance. The company’s operating performance has been poor over the past several years, illustrated by a 67% decrease in free cash flow between 2021 and 2024.
“In my opinion, NZME selected a favourable and deceptive time period for performance measurement of its stock price, with the start coinciding with NZME’s historical low share price of approximately $0.20 a share at the onset of Covid.
“The ending date for this performance measurement coincided with the recent highs in NZME’s share price. This type of ‘cherry-picked’ disclosure is often viewed by investors and New Zealand’s Financial Market Authority, as a deceptive and misleading practice. It’s also true that shareholders could have purchased NZME shares in the last five years for a material loss, given a peak share price of $1.79 on multiple days in April 2022.”
He suggested NZME’s recent share price was supported “in part by the 18.7 million shares that I acquired in the market between late August 2024 and March 21, 2025″.
NZME’s share price was at $1.18 early on Wednesday afternoon.
Grenon said the proposed slate of new directors consisted of well-qualified, autonomous individuals who satisfied relevant NZX listing rules as independent.
“And we have talked to legal counsel that has confirmed the proposed new board’s independence. Each nominee has completed a questionnaire provided by NZME that did not identify any factor that would compromise their independence, under the NZX Corporate Governance Code”.
He said he viewed the overarching rationale for an independent board was to “bring more outside thinking to bear, and also to make sure there are no insider abuses”.
“They serve an important function, but I think any company is likely to do better with at least some board members who are substantially invested and significantly more involved in management.”
Editor-at-Large Shayne Currie is one of New Zealand’s most experienced senior journalists and media leaders. He has held executive and senior editorial roles at NZME including managing editor, NZ Herald Editor and Herald on Sunday Editor and has a small shareholding in NZME.
In a back-to-the-future move, could NZ's biggest classifieds website buy into Stuff?