Living Cell and Kathmandu raise eyebrows.

Kathmandu hasn't been the only company courting shareholder discontent with questionable pay proposals this AGM season.

ASX-listed, New Zealand-based biotechnology developer Living Cell Technologies was to have investors vote on a plan to issue 600,000 share options each to five of its board members at its annual meeting in Auckland last week.

The company, which is running clinical trials for its NTCELL treatment for Parkinson's disease, said it would have reduced the cash cost of remunerating directors.

But the resolutions were withdrawn prior to the meeting.

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"Feedback from institutional shareholders indicated that there would be insufficient support for passing those resolutions," said Living Cell chairman Roy Austin.

Half the aborted options had an exercise price of 7.5c a share. The rest were exercisable at 10c each.

Living Cell shares closed A5c last night.

Duke the activist

Briscoe Group's Rod Duke is proving to be a thorn in the side of Kathmandu's board and management.

Two months after its failed takeover bid for the outdoor retailer, Briscoe remains Kathmandu's biggest shareholder, with a 19.9 per cent stake. And Duke, who owns around 80 per cent of the Briscoes and Rebel Sport operator, is anything but a silent investor.

This week he was lashing out at Kathmandu over the structure of new chief executive Xavier Simonet's A$546,000 long-term incentive, which will be put to a vote at the annual meeting in Christchurch today.

Duke and other shareholders, including Milford Asset Management's Brian Gaynor, reckon Simonet's targets were set too low.

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In response, Kathmandu said on Monday that the A$546,000 bonus would still be put to a vote, but the growth targets would be increased - by an unspecified amount.

That made a bad situation worse as the company copped flak from Duke and co for asking shareholders to vote on an incentive scheme with undefined performance hurdles.

Yesterday, Kathmandu said the company would need to achieve 22.5 per cent compound average annual growth in earnings per share (up from 15 per cent previously) over the next three years in order for Simonet to receive the full performance rights from the EPS component of the scheme.

Canny play? Stock Takes wonders if this is all part of a canny strategy by the wily Duke.

Back in September he indicated that Briscoe remained keen on having another go at taking over Kathmandu.

It's unlikely but possible that if he is a pesky enough shareholder, the retailer's board might become so sick of him that they put up less of a fight should Briscoe make another bid. Of course, his activism - which he appears to enjoy - could have the opposite effect.

Duke's stance is also garnering support among other investors, which could be handy in another attempt.

Good oil

Marsden point operator NZ Refining has delivered a 69.7 per cent return this year.

The company has been a beneficiary of the oil price slump, which has seen brent crude prices more than halve since last year.

In August it reported a $65.2 million profit for the six months to June 30, compared with a $7 million loss in the same period a year earlier.

The improved results are a hat-tip to the firm's recent strategy to cut costs and improve efficiency within the refinery.