Brickworks Seeks Shareholder Nod for CEO Incentive in $16.9B Merger
Brickworks Limited seeks shareholder approval for a key executive incentive as it moves forward with its $16.9 billion merger with Soul Patts, aiming to create a streamlined and powerful new ASX-listed entity.
- Shareholders vote on 121,884 performance rights for incoming Topco CEO Todd Barlow
- Merger of Brickworks and Soul Patts to form a $16.9 billion ASX-listed company
- Independent Board Committee unanimously recommends approval of the CEO incentive
- Combination aims to simplify corporate structure and enhance scale
- Final shareholder vote results pending, with strong proxy support indicated
Merger Milestone, Executive Incentive Approval
On 10 September 2025, Brickworks Limited convened a pivotal General Meeting to seek shareholder approval for the grant of 121,884 performance rights to Todd Barlow, the proposed Managing Director and CEO of the newly formed Topco. This move is a critical step in the ongoing combination of Brickworks and Soul Patts, two long-standing ASX-listed companies with a unique 56-year cross-shareholding history.
The proposed grant, referred to as the FY26 Long Term Incentive (LTI), aligns with the remuneration framework of Soul Patts and is designed to incentivize leadership as the merged entity embarks on its next chapter. Approval of this incentive is contingent upon the effectiveness of the Brickworks Share Scheme, with the grant expected by the end of 2025.
Creating a Leading ASX Entity
The merger aims to dissolve the complex cross-shareholding structure, creating a simplified and well-capitalized balance sheet under Topco. Valued at approximately $16.9 billion, the combined company is positioned to leverage increased scale and diversified earnings to deliver long-term value for shareholders.
Robert Millner, Chairman of both Brickworks and Soul Patts and the proposed Chairman of Topco, highlighted the historic nature of this transaction. He emphasized the evolution of both companies and the strategic rationale behind uniting them under one investment vehicle, which is expected to strengthen the business’s market position and growth prospects.
Strong Governance and Shareholder Support
The Independent Board Committee of Brickworks, alongside the Soul Patts Board (with Mr. Barlow abstaining), has recommended shareholders vote in favor of the performance rights grant. Proxy votes prior to the meeting indicated robust support, with over 102 million votes in favor and only around 737,000 against, reflecting confidence in the leadership transition and merger strategy.
Shareholders were given the opportunity to ask questions during the meeting, underscoring the company’s commitment to transparency as it navigates this significant corporate restructuring. The first public annual general meeting of Topco is anticipated in November 2026, marking a new era for the combined entity.
Looking Ahead
With the General Meeting now closed and the final poll results expected shortly, Brickworks and Soul Patts are poised to finalize the merger and move forward with a unified leadership team. The successful grant of the FY26 LTI to Mr. Barlow will be a key signal of confidence in the company’s future direction and governance framework.
Bottom Line?
As Brickworks and Soul Patts unite, all eyes turn to the final vote and the leadership that will steer this $16.9 billion powerhouse.
Questions in the middle?
- Will the final shareholder vote confirm strong support for the CEO incentive grant?
- How will the merged Topco balance sheet and governance evolve post-merger?
- What strategic priorities will Todd Barlow pursue as the new CEO of Topco?
