REG - Crest Nicholson Hdgs - Result of AGM

Crest Nicholson HoldingsAnnouncement

24/03/2020 18:25

RNS Number : 4624H
  
Crest Nicholson Holdings PLC
  
24 March 2020
  
 

24 March 2020
 
Crest Nicholson Holdings plc 
(the 'Company')
 
RESULTS OF ANNUAL GENERAL MEETING
 
Crest Nicholson Holdings plc is pleased to announce the voting results of its Annual General Meeting ('AGM') held earlier today at the Company's Registered Office Crest House, Pyrcroft Road, Chertsey, Surrey KT16 9GN.
As notified to the market on 19 March 2020, the Board took the decision to cancel its final dividend of 21.8 pence per share, otherwise payable on 9 April 2020. Subsequently resolution 2 (to approve the final dividend) was withdrawn at the AGM.
All resolutions were duly passed by shareholders by way of a poll.
The full details of each resolution are set out in the Notice of Meeting circulated to shareholders on 17 February 2020 (and available on the Company's website at https://www.crestnicholson.com/investor-relations/agm). The voting results, incorporating proxy votes lodged in advance of the AGM are set out below and will also be available on the Company's website https://www.crestnicholson.com/investor-relations/agm.







Resolution
 


Votes for


% of votes cast


Votes against


% of votes cast


Total votes


% of ISC voted*


Votes withheld**




1


Receive the report and accounts


197,132,368


99.91


172,281


0.09


197,304,649


76.80%


219,437




3


Elect Iain Ferguson CBE


197,224,011


99.85


295,724


0.15


197,519,735


76.88%


4,351




4


Elect Peter Truscott 


196,425,156


99.45


1,093,449


0.55


197,518,605


76.88%


5,481




5


Elect Duncan Cooper


195,874,568


99.17


1,645,167


0.83


197,519,735


76.88%


4,351




6


Elect Tom Nicholson 


195,539,966


99.27


1,446,735


0.73


196,986,701


76.67%


537,385




7


Re-elect Lucinda Bell


195,549,929


99.00


1,970,866


1.00


197,520,795


76.88%


3,291




8


Re-elect Sharon Flood


195,822,572


99.14


1,698,223


0.86


197,520,795


76.88%


3,291




9


Re-elect Louise Hardy


194,265,768


98.35


3,255,027


1.65


197,520,795


76.88%


3,291




10


Re-elect Octavia Morley


195,794,672


99.13


1,726,123


0.87


197,520,795


76.88%


3,291




11


Re-appoint PwC as auditors


197,498,219


99.99


20,827


0.01


197,519,046


76.88%


5,040




12


Authorise Audit & Risk Committee to determine auditor's remuneration


197,509,235


99.99


11,335


0.01


197,520,570


76.88%


3,516




13


Approve Remuneration Policy


193,645,902


98.05


3,858,618


1.95


197,504,520


76.87%


19,865




14


Approve Directors' Remuneration Report


156,754,860


79.37


40,749,960


20.63


197,504,820


76.87%


19,265




15


Authority to allot shares


196,996,888


99.74


509,493


0.26


197,506,381


76.87%


17,705




16


Disapply pre-emption rights***


197,398,189


99.95


106,667


0.05


197,504,856


76.87%


19,230




17


Purchase own shares*** 


197,116,891


99.95


90,850


0.05


197,207,741


76.76%


316,345




18


Calling general meetings on 14 days' notice*** 


193,409,706


97.92


4,112,880


2.08


197,522,586


76.88%


1,500



 
Notes
* based on total issued share capital of 256,920,539 as at 10.30am (London time) on Tuesday 24 March 2020.
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.
*** Special resolution
Resolutions 1 and 3 to 15 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to 18 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
No other resolutions were put to the meeting.
Copies of the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the Financial Conduct Authority via the National Storage Mechanism and will be available in due course for inspection at http://www.morningstar.co.uk/uk/NSM
 
Resolution 14
 
The Company is pleased with the overwhelming support it has received for almost all of its AGM resolutions including our new Remuneration Policy.
With respect to resolution 14, approval of the Remuneration Report, we are also pleased with the level of support this has received of 79.4%. We understand from engagement with shareholders in advance of the AGM that the principle area of concern was in relation to the salary level of Peter Truscott, Chief Executive, relative to the salary of previous Chief Executives at the Company.
As shareholders will have seen, the Board had to make a difficult decision to replace its Chief Executive in 2019. The Company has experienced a challenging operating environment and needed an experienced house builder to lead a turnaround. Shareholders had also given feedback that an experienced CEO with proven house builder experience was required, which implicitly excluded internal step-up candidates. 
We are satisfied that we now have a high-quality Chief Executive to lead the substantial turnaround required and paid no more than was absolutely necessary to achieve this.
We also believe that in light of the current crisis associated with COVID-19, it is even more important to have the right Chief Executive in post who can lead the business in these uncertain and unprecedented times. 
We thank the many shareholders who have engaged with us both in respect of our remuneration policy, and wider Board changes and we will look forward to continuing our engagement throughout 2020.
 
Directorate Change
Leslie Van de Walle retired from the Board at the conclusion of the AGM. For the purposes of section 430(2B) of the Companies Act, he will receive his pro-rata entitlement to Non-Executive Director fees for the month of March 2020 and will not be entitled to any payments for loss of office. 
 
For further information: 
 
Crest Nicholson Holdings plc 
Kevin Maguire, General Counsel & Company Secretary                 +44 (0) 1932 580 555 
Jenny Matthews, Head of Investor Relations                                 +44 (0) 7557 842720
 
Finsbury                                                                                   +44 (0) 20 7251 3801 
Faeth Birch
Philip Walters


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