REG - JD Sports Fashion - AGM 2021 - Voting Result Update Statement

JD Sports FashionAnnouncement

31/12/2021 09:00

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RNS Number : 1122X  JD Sports Fashion Plc  31 December 2021

31 December 2021

JD Sports Fashion Plc

Annual General Meeting 2021 - Voting Result Update Statement

JD Sports Fashion Plc ('JD' or the 'Company'), the leading retailers of
sports, fashion and outdoor brands, today provides an update in respect of the
results of its Annual General Meeting (AGM) held on 1 July 2021. At the
Company's AGM, all resolutions, save for the independent shareholder vote on
resolution 6, were duly passed on a poll with the requisite majority.
However, the Board acknowledges that in respect of the resolutions set out
below, a more than 20% vote against was received:

 

 

 No.  Description of Resolution                                             No. of votes 'For'  % of votes 'For'  No. of votes 'Against'  % of votes 'Against'  No. of votes 'Withheld'
 02   Approval of the Directors' Remuneration Report (Ordinary resolution)  609,424,422         68.49%            280,316,172             31.51%                6,184,469
 03   Approval of the Directors' Remuneration Policy (Ordinary resolution)  712,912,592         79.99%            178,373,866             20.01%                4,638,605
 06   Re-election of Andrew Leslie                                          698,783,908         78.00%            197,062,478             22.00%                78,677

      (Ordinary resolution)

As such, in accordance with Provision 4 of the Corporate Governance Code, the
Company is today providing an update on the views received from shareholders
and actions taken as a result of the dissenting votes received.

The Board notes that the resolutions which received a more than 20% vote
against were once again remuneration related, as they were in respect of the
remuneration report, the remuneration policy and the re-election of Andrew
Leslie who, at the time, held the position of the Remuneration Committee
Chair.

Non-Executive Director Re-election

It is acknowledged that, at the AGM in 2021, Andrew Leslie did not receive the
requisite number of votes from the independent shareholders and was,
therefore, not re-elected to the Board.

As announced in the AGM statement released ahead of the AGM on 1 July 2021,
 the Board acknowledged the need to address its composition and had invited
the independent non-executive directors to commence an independent
non-executive director selection process and make recommendations to the
Nominations Committee and the Board regarding new appointments. Since that
time, the Board has made three new independent non-executive appointments:
Bert Hoyt, Helen Ashton and Mahbobeh Sabetnia, each bringing a wealth of
experience and expertise, recognising the global scale of the Group.

The Board has not yet elected a permanent Remuneration Committee Chair,
however, Kath Smith has been acting as interim Chair since July 2021.

Remuneration Report and Remuneration Policy

Throughout the course of the year, the Company has been in regular dialogue
with a wide range of investors and its other key stakeholders in order to
understand their concerns regarding the remuneration related resolutions.
The Board is particularly encouraged by the significant improvement in the
number of votes received in support of the new remuneration policy which was
proposed to shareholders at the AGM in 2021. The remuneration policy received
79.99% votes in favour at the 2021 AGM, compared with 67.48% in 2020.

During it's ongoing engagement with shareholders, the Board has received very
positive feedback from shareholders in respect of the changes made to its new
remuneration policy, the material change being the addition of a share based
long term incentive plan. The Board has confirmed to its shareholders that
there will be additional amendments to its remuneration structures, within the
terms of the new remuneration policy, in the future which will further align
executive pay with the long term interests of its shareholders. It is hoped
that the support from shareholders for the remuneration report will increase
once these changes are fulfilled.

The Company intends to continue its extensive engagement with shareholders in
the New Year and in advance of the publication of the remuneration report this
year, in order to ensure that there is an opportunity to share their views on
remuneration decisions being made this year prior to publication of the
report.

Enquiries:

 

JD Sports Fashion
Plc                                                                                                            Tel:
0161 767 1000

Siobhan Mawdsley, Company Secretary

Neil Greenhalgh, Chief Financial Officer

Jennifer Iveson, Investor Relations Manager

 

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