Mayfield Childcare (ASX:MFD) said Embark Early Education (ASX:EVO), which holds a 50.04% stake in the company, has sought a general meeting to appoint Embark Chair Hamish Stevens and Managing Director Chris Scott to the board and remove directors Roseanne Healy, Greg Johnson, and Ingrid Fraser-Williams, according to an Australian bourse filing on Thursday after market hours.
The company said the proposed changes would leave no director independent of Embark, raising concerns about whether the interests of all shareholders would be adequately protected when they differ from those of Embark, per the filing.
The independent directors said they remain open to constructive dialogue with Embark and other major shareholders while maintaining the board's independence, the filing said.
The company will convene the requested general meeting in accordance with the Corporations Act, and shareholders do not need to take any action at this stage, the filing added.