Court rejects CEO pay case
Options bid by ex-Bellamy’s boss
FORMER Bellamy’s chief executive Laura McBain has failed in a legal bid to increase her termination benefits from the company by several million dollars.
Ms McBain was removed as Bellamy’s CEO in January 2017, receiving a $224,723 payout, after the company’s shares collapsed.
Later in 2017, the company paid a $66,000 fine for breaching ASX continuous disclosure obligations from October 2016 to December 2016, a period the company was under Ms McBain’s management.
In a case before the NSW Supreme Court, Ms McBain claimed that she was entitled to exercise options to acquire a specified number of fully paid shares in Bellamy’s.
Bellamy’s countered that the exercise of the options would have increased Ms McBain’s termination benefits beyond a statutory cap which applied Law.
The action came against a background in which Bellamy’s share price increased from around $4 in early 2017 to almost $12 yesterday.
In a decision released yesterday, the court found that the issue of the options to Ms McBain was approved by a majority of Bellamy’s shareholders in October 2014 in relation to an incentive plan.
However, once terminated Ms McBain was subject to a under Corporations clause of the Corporations Act, which restricted the amount of termination benefits.
The court found that conditions for the incentive plan were not met because a general meeting of shareholders was not provided with enough information to pass the resolution conferring the termination benefits on Ms McBain.
“In particular, sections 200B and 200G placed a statutory cap on those benefits unless there had been member approval under section 200E,” a judgment summary said.
The court also found that the benefit needed to be approved by a general meeting and its value spelled out — and that the conditions had not been met.
Ms McBain was ultimately only able to exercise 116,348 of the 504,870 options issued under the incentive plan.
A spokesman for Bellamy’s declined to comment about the case.