REG - JD Sports Fashion - Update: 2022 Annual General Meeting Voting Results

JD Sports FashionAnnouncement

20/01/2023 10:00

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RNS Number : 3146N  JD Sports Fashion Plc  20 January 2023

20 January 2023

JD Sports Fashion Plc (the "Company")

JD Sports Fashion plc

Update statement on 2022 Annual General Meeting Voting Results

 

At the Company's Annual General Meeting ("AGM") on 22 July 2022, Resolution 2
(the approval of the Directors' Remuneration Report) was passed with 72.29%
votes in favour.

 

As stated in the announcement published on the date of the AGM, the
Remuneration Committee led by our newly appointed Remuneration Committee
Chair, Suzi Williams, subsequently engaged with shareholders to better
understand their views.

 

The primary concern raised related to the incentive structure and the
significant emphasis on cash, particularly in the context of diluting the
efficacy of applying clawback. Reflecting on shareholder and proxy body
feedback and reviewing the existing Directors' Remuneration Policy ("Policy")
and the Company's remuneration practices over the past few years, the
Committee determined that material changes to the Policy were necessary to
move towards best practice and ensure full compliance with the UK Corporate
Governance Code.

Accordingly, the Committee developed a market standard Policy that is fit for
purpose for a FTSE 100 business, which included the following key amendments:

·      the introduction of an element of bonus deferral into shares;

·      delivery of shares rather than cash under the Company's long term
incentive arrangements;

·      the introduction of shareholding requirements, and;

·      enhanced malus and clawback arrangements.

Illustrating the Committee's commitment to improving corporate governance in
respect of remuneration at the earliest opportunity and following shareholder
consultation, the Policy was put forward ahead of the usual timescales at a
General Meeting on 13 December 2022. The Policy was approved by shareholders
with 99.22% votes in favour based on an 83.7% turnout.

 

The Board is grateful to those shareholders who took part in the engagement
process and values the feedback provided. The Company will continue to engage
with its largest shareholders on executive remuneration going forward.

 

This statement is provided in accordance with Provision 4 of the UK Corporate
Governance Code.

Enquiries:

 

JD Sports Fashion Plc
 
                                 Tel: 0161 767 1000

Andy Higginson, Chair

Suzi Williams, Chair of the Remuneration Committee

Nim Cassidy, General Counsel & Company Secretary

 

FGS Global
 
                                            Tel: 0207
251 3801

Rollo Head

Jenny Davey

James Thompson

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