REG - Compass Group PLC - Result of AGM

CompassAnnouncement

09/02/2023 17:45

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RNS Number : 5073P  Compass Group PLC  09 February 2023

Legal Entity Identifier (LEI) No. 2138008M6MH9OZ6U2T68

 

 

COMPASS GROUP PLC

 

ANNUAL GENERAL MEETING - 9 FEBRUARY 2023: POLL RESULTS

 

The Compass Group PLC Annual General Meeting was held on Thursday 9 February
2023. All resolutions were decided on a poll and all resolutions proposed at
the Meeting were passed.

 

The number of votes for and against each of the resolutions, and the number of
votes withheld are set out below:

 

      Details                                                                  No. of Votes 'For' & 'Discretionary      %       No. of Votes  %       Total No. of    % capital voted  No. of
 Res                                                                           'Against'                                        Votes Cast                            Votes
 No                                                                                                                                                                   Withheld
 1    Receive and adopt the Annual Report and Accounts

                                                                               1,401,619,827                            99.97   457,788       0.03    1,402,077,615   80.17            17,754,099

 2    Receive and adopt the Directors' Remuneration Report                                                                                                             81.09

                                                                               997,278,858                              70.32   420,854,399   29.68   1,418,133,257                    1,698,457

 3    Declare a final dividend                                                 1,419,576,678                            99.99   706           0.01    1,419,577,384   81.17            255,820

 4    Re-elect Ian Meakins

                                                                               1,385,395,781                            97.61   33,961,009    2.39    1,419,356,790   81.16            474,924

 5    Re-elect Dominic Blakemore

                                                                               1,407,118,282                            99.12   12,436,602    0.88    1,419,554,884   81.17            276,830

 6    Re-elect Palmer Brown

                                                                               1,410,535,014                            99.39   8,705,940     0.61    1,419,240,954   81.15            590,760

 7    Re-elect Gary Green

                                                                               1,400,141,421                            98.65   19,211,768    1.35    1,419,356,189   81.16            475,525

 8    Re-elect Carol Arrowsmith

                                                                               995,626,624                              89.34   118,845,979   10.66   1,114,472,603   63.72            305,359,109

 9    Re-elect Stefan Bomhard

                                                                               1,387,491,346                            97.74   32,048,517    2.26    1,419,539,863   81.17            291,851

 10   Re-elect John Bryant

                                                                               1,365,939,936                            96.22   53,601,538    3.78    1,419,541,474   81.17            290,240

 11   Re-elect Arlene Isaacs-Lowe                                              1,393,803,165                            98.19   25,735,456    1.81    1,419,538,621   81.17            293,095

 12   Re-elect Anne-Francoise Nesmes                                                                                    98.14

                                                                               1,393,082,936                                    26,458,766    1.86    1,419,541,702   81.17            290,012

 13   Re-elect Sundar Raman                                                    1,388,216,261                            97.79   31,324,645    2.21    1,419,540,906   81.17            290,810

 14   Re-elect Nelson Silva

                                                                               1,381,102,816                            97.78   31,319,381    2.22    1,412,422,197   80.76            7,409,517

 15   Re-elect Ireena Vittal

                                                                               1,230,277,390                            87.26   179,590,436   12.74   1,409,867,826   80.61            9,963,890

 16   Re-appoint KPMG LLP as Company's auditors

                                                                               1,412,196,944                            99.48   7,359,690     0.52    1,419,556,634   81.17            275,080

 17   Authorise the Audit Committee to agree the Auditor's remuneration

                                                                               1,419,390,704                            99.99   163,713       0.01    1,419,554,417   81.17

                                                                                                                                                                                       277,297

 18   Political donations

                                                                               1,356,339,053                            95.55   63,098,198    4.45    1,419,437,251   81.16            396,845

 19   Authority to allot shares

                                                                               1,300,235,389                            91.59   119,321,424   8.41    1,419,556,813   81.17            274,901

 20   Authority to allot shares for cash*

                                                                               1,358,671,543                            95.94   57,524,286    4.06    1,416,195,829   80.98            3,635,885

 21   Additional authority to allot shares for cash in limited circumstances*

                                                                               1,349,024,412                            95.26   67,172,292    4.74    1,416,196,704   80.98            3,635,010

 22   Authority to purchase shares*                                                                                     98.89

                                                                               1,401,563,674                                    15,729,432    1.11    1,417,293,106   81.04            2,540,098

 23   Reduce general meeting notice periods*

                                                                               1,347,521,827                            94.95   71,670,650    5.05    1,419,192,477   81.15            639,833

 

* Passed as a special resolution.

 

The Board of Compass Group PLC is pleased to note that all resolutions were
passed at today's AGM, and we would like to take this opportunity to thank our
shareholders for their ongoing support.  Although over 70% of shareholders
supported Resolution 2 in respect of our Directors' Remuneration Report, we
acknowledge that a notable minority did not vote in favour of this resolution.

 

The Company conducted a comprehensive engagement exercise with shareholders in
advance of this year's Annual General Meeting and it was apparent that
investor opinions on the Resolution 2 were mixed.  The majority of
shareholders, and two of the most prominent voting advisory bodies, were
supportive of the resolution and of the Company's approach to remuneration.
A minority of shareholders were influenced by another influential voting
advisory body that was opposed to the resolution; with concerns primarily
relating to the increase in long-term incentive opportunity as part of the
Remuneration Policy that was successfully approved by shareholders at the 2022
AGM. Notably, not all the shareholder dissent was against the increase in LTIP
quantum; indeed, the largest single vote against the Remuneration Policy last
year, and against the Remuneration Report this year, was partly influenced by
a view that the incentive opportunities were not high enough. In this context,
building unanimous support across the register was challenging.

 

In developing the Remuneration Policy last year, the Remuneration Committee
consulted extensively with our largest shareholders prior to last year's AGM.
The feedback received helped the Committee to shape our final proposals. In
advance of the 2022 AGM, the Committee had a clear understanding that, while
the approach had the support of the majority of our investors, there was a
minority who were unsupportive of the proposed changes at that time.

 

After careful consideration of all feedback, the Committee concluded that the
proposed approach was in the long-term interests of the Company and of our
shareholders. The Committee therefore proceeded with the adoption and
subsequent implementation of the Remuneration Policy following approval by
investors at the 2022 AGM.  We also subsequently maintained dialogue with
investors on executive pay, including with those who did not support the
Remuneration Policy, with further engagement in the Spring of 2022 and in
early 2023.

 

Over multiple years, the Remuneration Committee has engaged extensively with
shareholders on matters relating to executive pay and we intend to maintain
this open and transparent dialogue in the future.  We recognise that
executive pay is a topic which attracts strong and often differing opinions
amongst investors and we will therefore continue to seek an approach which is
measured, fair, and supports the sustainable delivery of the Company's
long-term strategy.

 

John Bryant has taken over the Remuneration Committee Chair role following the
AGM. John will be extending an invitation to our major investors shortly,
particularly those who did not support the Remuneration Report resolution, to
discuss further their views on our approach to executive pay.  A further
update on the outcome of these discussions and our approach to executive pay
will be provided in due course.

 

A copy of the above results will shortly be available in the investor section
of the Company's website

www.compass-group.com (http://www.compass-group.com) .

 

A copy of all of the Resolutions passed, will be submitted to the National
Storage Mechanism and in due course will be available to view at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)  .

 

As at the close of business on 8 February 2023, the issued share capital was
1,785,403,977 ordinary shares of 11 1/20 pence each of which 36,496,028 were
held as treasury shares and the total number of voting rights in respect of
these ordinary shares (excluding treasury shares) was 1,748,907,949 each
ordinary share having one vote.

 

 

ENDS

 

 

Enquiries:

 

Investors/Analysts:             Alison Yapp, Group General Counsel
& Company Secretary

 

Note to Editors:

 

Compass Group PLC is a world leading food services company, which generated
annual revenues of £25.8 billion in the year to 30 September 2022.  It
operates in around 40 countries and employs and engages more than 500,000
people. The Company specialises in providing food and a range of support
services across the core sectors of Business & Industry, Healthcare &
Senior Living, Education, Sports & Leisure and Defence, Offshore &
Remote, with an established brand portfolio.

 

 

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