REG - Interco. Hotels Grp - Statement re Shareholder Engagement and Outcome

Intercontinental HotelsAnnouncement

20/08/2025 15:00

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RNS Number : 1277W  InterContinental Hotels Group PLC  20 August 2025

InterContinental Hotels Group PLC

Statement regarding shareholder vote on the 2025 Directors' Remuneration
Policy and the 2024 Directors' Remuneration Report (the Resolutions) -
Shareholder Engagement and Outcome

At our Annual General Meeting (AGM) in May 2025, the Company presented a
resolution for shareholders to approve a revised Directors' Remuneration
Policy (Policy), which passed with 69.5% support. The 2024 Directors'
Remuneration Report also passed with 79.0% support. The Board thanks the
majority of our shareholders who supported the Resolutions of which, notably,
all of our 10 largest shareholders voted in support of both Resolutions.
However, as both received less than 80% support, in accordance with the UK
Corporate Governance Code, the Remuneration Committee Chair led a further
consultation process with shareholders and their proxy advisory bodies.

The Policy proposals presented at the AGM followed an extensive review led by
the Remuneration Committee, with the full backing of the Board. It also
included thorough and meaningful two-way engagement with shareholders owning
in aggregate nearly 60% of IHG's equity and with the major shareholder proxy
agencies. As outlined in the Policy, we made several modifications to our
original proposals in direct response to shareholder feedback, reflecting our
commitment to active and transparent engagement.

Following the AGM, we wrote again to shareholders owning in aggregate nearly
60% of IHG's equity (including those who voted against) and the shareholder
proxy agencies to invite further dialogue. During this consultation, while no
additional requests for consultation meetings were received from shareholders
who voted against the resolutions, we did receive feedback via email. Written
shareholder correspondence received typically reiterated their reasons for
supporting or voting against the Policy. Based on the feedback provided prior
to and following the AGM, while reasons for the votes received against the
Policy varied by shareholder, the main areas raised were in relation to
elements of the global peer group and the scale and/or structure of the
changes to remuneration proposed, with the same issues impacting the vote on
the Directors' Remuneration Report itself. The Remuneration Committee stands
by the appropriateness of the global peer group it selected given the nature
of IHG's business, and the scale and structure of the remuneration proposed
given that peer group and the need for remuneration arrangements suitable to
recruit, motivate and retain appropriate leadership for a large, high growth
and global business. The level of support from shareholders at the AGM
demonstrates that a clear majority (almost 70%) of our shareholders agree with
this.

We also consulted with the major proxy agencies following the AGM regarding
the Policy and next year's Directors' Remuneration Report and the discussions
were constructive. We will include a full description of the process we
followed and the rationale for our decision to implement the Policy in the
2025 Directors' Remuneration Report. The proxy agencies provide a service in
reaching a larger number of our investor base than we are able to directly.
While a substantial portion of our register who subscribe to the proxy reports
followed recommendations to vote against the remuneration resolutions, those
we engaged directly with understood the rationale and the majority voted in
favour.

In light of the strong overall shareholder support of almost 70% of the
register, the Remuneration Committee concluded that it was appropriate to
proceed with the implementation of the Policy, as outlined in the 2024
Directors' Remuneration Report.  Whilst no substantive new information arose
from our post-AGM engagement with stakeholders, we remain committed to
regularly reviewing our remuneration arrangements and maintaining open
communication with our shareholders and their proxy advisory bodies going
forward.

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