A doubled profit still can’t buy Winton back its shareholders’ trust

Winton Land’s numbers are getting better. Its share price is not, and Friday’s annual meeting made clear why. Shareholders were not asking about Sunfield’s timelines or the sales pipeline. They were asking whether anything legally stops founder Chris Meehan from taking control of the board again.

For a listed property developer, that question is now the valuation.

The operating business is not the problem

Winton’s FY26 revenue rose 21.5% to $188.8 million, and net profit after tax climbed to $22.7 million, up from $10.3 million. On most development stocks, a profit that more than doubles would earn some benefit of the doubt.

Not here. Winton listed in 2021 at a $1.15 billion valuation. By the time trading was suspended in August, it was worth about $311 million, with shares down from $3.87 to just over $1. That is roughly a 73% collapse in value. Chair Michael Stiassny confirmed at the AGM that dividends remain paused despite the revenue lift, a second year without a payout.

Put simply, the market is discounting the people, not the projects.

How a board unravelled in six weeks

The trigger came on 27 August, when independent directors Steven Joyce and Guy Fergusson quit, citing a “fundamental misalignment of expectations” with Meehan over corporate governance. The board had proposed constitutional changes giving minority shareholders a direct say on board representation. The majority shareholder did not back them.

That left one independent director, below the Listing Rules minimum, and NZ RegCo suspended trading on the NZX and ASX. Stiassny was parachuted in as independent chair on 2 September, and Meehan, who had already stood down as chief executive amid an investigation into his behaviour including sexual harassment allegations from staff, resigned as a director in mid-September. Stiassny said his exit would let the board “focus on business without distraction”.

The contrast with a year earlier is stark. At the 2025 AGM, Meehan was re-elected with 99.99% of votes cast.

The question the Listing Rules cannot answer

Here is the structural flaw. Resigning as a director is not the same as giving up control. The Meehan vehicle Korama held 55.06% of shares in 2024, enough to block special resolutions and decide ordinary ones. BusinessDesk columnist Eden Bradfield argued in August that, with a free float of roughly 2.5%, Winton arguably should never have listed at all. The Democracy Project noted Meehan and his wife retain majority control despite his departure from the board.

Shareholder David Lee put it bluntly on Friday: “They appoint directors, they may re-dominate the board.” The NZX rules forced Winton to fix its independent-director count. They do nothing to dilute a 55% holding. Any minority protection now rests on convention and goodwill, which is exactly what investors have stopped pricing in.

The exits have not stopped either. Julian Cook has resigned as a director, using the same “fundamental misalignment” wording Joyce and Fergusson used. When three departing directors reach for an identical phrase, shareholders are entitled to read it as a pattern.

Stiassny is selling a recovery the market won’t yet buy

To his credit, Stiassny is not pretending. “We’ve been through the worst,” he told shareholders, adding that “no one is comfortable with the share price”, including the major shareholders. He described Winton as “not broken,” just “badly let down”, with a future worth fighting for.

But his most revealing moment was a disagreement. The Investors Association named Joyce its Director of the Year for walking away on principle. Stiassny said he “strongly” disagreed. An independent investor body has effectively ruled that resigning was the correct governance call. The company’s own chair is still contesting it in public. That gap is the governance discount, expressed in a single exchange.

Meanwhile the executive bench is thin. The company is hunting for a permanent chief executive and a new chief financial officer, and its general manager of corporate services resigned in September.

What would actually close the gap

At around $311 million, Winton trades on a modest multiple of a profit that is rising. The upside is obvious if governance risk falls away. Words from the chair will not do it. What would is the thing Joyce and Fergusson asked for and did not get: enforceable constitutional protections for minority shareholders, written down, voted on and binding on the majority holder.

Until Meehan’s camp agrees to that, or someone like Macquarie, which Bradfield flagged as a $200 million investor, forces a different outcome, expect the discount to stick. The lesson for every founder-controlled company eyeing the NZX is simple. Investors will pay for your projects. They will charge you for your control.

Sources

• Newsroom: Dissent at Winton AGM: ‘What it has lacked is trust’ (2026-10-23)
• NZ Herald: Winton Land chairman Michael Stiassny bids to rebuild governance trust after difficult time (2026-10-23)
• RNZ: The troubles with Winton Land, a developer under fire (2026-09-04)
• NZX: Winton Land Limited (WIN) – Suspension of Quotation (2026-08-31)
• Winton – Chris Meehan Resigns as Director (2026-09-11)
• Appointment of Independent Chair at Winton Land Limited (2026-09-03)
• Results of Winton Land Limited Annual Shareholders Meeting (2025-10-22)
• Takeovers Panel: Winton Land Limited 2024 – Independent Adviser’s Report (2024)
• BusinessDesk: What next for Winton? (2026-08-30)
• The Democracy Project: Democracy Briefing: What the Winton Land scandal reveals about power in NZ (2026-09-12)