Topps chairman survives despite major shareholder revolt

A potential boardroom coup has been averted at Topps Tiles after its chairman survived a vote to oust him at the firm’s AGM.

Darren Shapland will continue to be Topps’ non-executive chairman, despite an attempt from major shareholder MS Galleon to defenestrate him.

Shapland was voted back in after winning the backing of almost 62% of Topps’ shareholders – but with over 38% voting against the resolution, it remains to be seen if we have heard the last of boardroom disquiet at the Leicester-based firm.

MS Galleon failed to install both Lidia Wolfinger and Michal Bartusiak as directors – although a similar vote split was recorded.

MSG believed that Shapland, who became a director and non-executive chairman of Topps Tiles in March 2015 and whose performance it has described as “dire”, should be removed from both roles immediately.

MSG listed a range of reasons behind its plan, including a drop in earnings per share for Topps investors, through a fall in market share, to what it believes is the stagnation of the Topps online offering.

Topps had previously said that it believes that MSG may also be preparing to launch its Nexterio tile retail brand in the UK, which it believes will potentially establish a direct competitor to Topps, which would create a further conflict of interest.

Shapland said: “The board would like to thank shareholders for the support received at the meeting. We were pleased that shareholders supported the board’s recommendations, with an average of 99.3 per cent. of shareholders who voted, other than MSG, opposing the Requisitioned Resolutions.

“While we have always sought to maintain constructive engagement with MSG, the board has also been clear that its responsibility is to act in the best interests of Topps shareholders as a whole. We believe strongly that MSG’s proposals exposed Topps shareholders to a number of serious conflicts of interest between MSG’s role as a significant shareholder, supplier and potential competitor to Topps.

“We welcome the strong support for the board’s position received today from other shareholders and the Board will continue to engage with, and seek constructive dialogue with, all shareholders.”

Keith Down, senior independent director of Topps, added: “The board has been unanimous in its rejection of the Requisitioned Resolutions. We are pleased to have secured strong backing from other investors at today’s meeting and, in particular, we note the significant vote of support received for the Chairman. We thank shareholders for their engagement and support around the AGM and over the year.”