Marimekko Corporation, Stock Exchange Release, 29 January 2024 at 10.30 a.m.
Shareholders’ proposals to the Annual General Meeting for the number of Marimekko’s Board members, the composition of the Board and its remuneration
Shareholders representing in total approximately 27 percent of all the shares and votes of Marimekko Corporation have made a proposal to the Annual General Meeting to be held on 16 April 2024 for the number of members of the Board of Directors, the composition of the Board and its remuneration.
Proposal for the number of members of the Board of Directors
Shareholders who represent approximately 27 percent of all the shares and votes of Marimekko Corporation have informed the company that they propose to the Annual General Meeting that six (6) members be elected to the Board of Directors.
Proposal for the composition of the Board of Directors
The above-mentioned shareholders have also informed the company that they propose that Carol Chen, Mika Ihamuotila, Teemu Kangas-Kärki, Tomoki Takebayashi and Marianne Vikkula be re-elected to the Board of Directors. Mikko-Heikki Inkeroinen has started as Marimekko’s Chief Technology Officer and member of the Management Group on 29 January 2024 and resigned from his position as a member of the Board of Directors of Marimekko on the same date.
The same shareholders further propose that Massimiliano Brunazzo be elected as a new member of the Board. Brunazzo (b. 1979, MBA) has been the CEO and President of EMEAI region at Bottega Veneta since 2019. Previously he has held various leadership positions at adidas and Hugo Boss, among other companies.
Carol Chen, Teemu Kangas-Kärki, Tomoki Takebayashi, Marianne Vikkula and Massimiliano Brunazzo are independent of the company and its significant shareholders according to the evaluation of the above-mentioned shareholders. Mika Ihamuotila is not independent of the company nor its significant shareholders due to his indirect shareholding through PowerBank Ventures Ltd, equaling 12.5 percent of the shares and votes in the company.
The proposed Board members have informed the company that in the event that they are elected, they intend to elect Mika Ihamuotila as Chairman of the Board and Teemu Kangas-Kärki as Vice Chairman of the Board as well as Teemu Kangas-Kärki as Chairman and Mika Ihamuotila and Marianne Vikkula as members of the Audit and Remuneration Committee.
All proposed persons have given their consent to the election. The term of all the Board members ends at the end of the Annual General Meeting 2025.
Biographical details of the new proposed Board member are available on the company’s website at
https://company.marimekko.com/investors/management/general-meeting/annual-general-meeting-2024/
Other proposed Board members are presented at https://company.marimekko.com/investors/management/board-of-directors/
Proposal for the remuneration of the Board
In addition, the above-mentioned shareholders have informed the company that they propose to the Annual General Meeting, on the basis of the proposal of the Audit and Remuneration Committee consisting of members independent of the company and its significant shareholders, that the fees payable to the members and the Chair of the Board would be increased to be as follows: an annual remuneration of EUR 55,000 would be paid to the Chairman (2023: EUR 48,000), EUR 40,000 to the Vice Chairman (2023: EUR 35,000) and EUR 30,000 to the other Board members (2023: EUR 26,000). Board members who reside outside Finland would receive EUR 1,000 per Board meeting where they are physically present. In addition, a separate remuneration would be paid for the committee work to persons elected to a committee as follows: EUR 2,000 per meeting to Chair and EUR 1,000 per meeting to members. The fees for committee work are unchanged from 2023.
The fees payable to the Board members have not been increased since the Annual General Meeting of 2019. The proposal of the Audit and Remuneration Committee is based on a benchmark of remuneration used in other Finnish listed companies.
The above-mentioned shareholders have also proposed, based on the proposal of the Audit and Remuneration Committee, that approximately 40 percent of the annual remuneration of the members of the Board of Directors would be paid in Marimekko Corporation’s shares acquired from the market and the rest in cash. The shares would be acquired directly on behalf of the Board members within two weeks from the release of the interim report for 1 January–31 March 2024 or at the first time as possible under applicable legislation. The annual remuneration would be paid entirely in cash, if a Board member on the date of the Annual General Meeting, 16 April 2024, holds the company’s shares worth more than EUR 1,000,000.
If Mika Ihamuotila is elected a member and Chair of the Board of Directors, in addition to the aforementioned annual remuneration, a monthly fee of EUR 5,000 for half-time duty as the Chair pursuant to a separate executive service agreement is proposed to be paid. The Audit and Remuneration Committee separately evaluates the terms of the service agreement, but Mika Ihamuotila will not take part in the evaluation. If Mika Ihamuotila is elected as a member of the Audit and Remuneration Committee, he will not receive a separate remuneration for the committee work.
The above proposals will be included in the notice of the Annual General Meeting which will be published separately.
Photos: Massimiliano Brunazzo https://mediabank.marimekko.fi/l/Vg_JXCVNnMwb
Further information:
Mika Ihamuotila, Chair of the Board, tel. +358 9 758 71
MARIMEKKO CORPORATION
Corporate Communications
Anna Tuominen
Tel. +358 40 584 6944
anna.tuominen@marimekko.com
DISTRIBUTION:
Nasdaq Helsinki Ltd
Key media
Marimekko is a Finnish lifestyle design company renowned for its original prints and colors. The company’s product portfolio includes high-quality clothing, bags and accessories as well as home décor items ranging from textiles to tableware. When Marimekko was founded in 1951, its unparalleled printed fabrics gave it a strong and unique identity. In 2022, the company's net sales were EUR 167 million and comparable operating profit totaled EUR 30.4 million. Globally, there are roughly 150 Marimekko stores, and online store serves customers in 35 countries. The key markets are Northern Europe, the Asia-Pacific region and North America. The Group employs about 460 people. The company’s share is quoted on Nasdaq Helsinki Ltd. www.marimekko.com
