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Kingfisher PLC - Result of AGM

Announcement: Tue 9th July, 2019 4:15pm
RNS Number : 9896E
Kingfisher PLC
09 July 2019
 

KINGFISHER PLC

RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING

 

Tuesday 9 July 2019

 

Kingfisher plc (the 'Company') announces the results of voting on resolutions at its Annual General Meeting ('AGM') held on Tuesday 9 July 2019, as set out in the AGM notice.

 

A poll was held on each of the resolutions which were all passed by the required majority. Resolutions 1 to 17 were passed as ordinary resolutions; resolutions 18 to 21 were passed as special resolutions. The results of the poll are presented in the table below together with the Board's statement in accordance with the Provisions of the UK Corporate Governance Code.

 

Resolution

Votes

For*

%

Votes Against

%

Total
Votes

% of ISC

Votes**

Withheld

 

1

To receive the report and accounts

1,723,360,339

99.97

434,410

0.03

1,723,794,749

81.69

2,311,172

2

To approve the directors' remuneration report

1,302,062,736

75.81

415,436,631

24.19

1,717,499,367

81.39

8,601,330

3

To approve the directors' remuneration policy

1,667,154,482

96.76

55,848,890

3.24

1,723,003,372

81.65

3,102,345

4

To declare the final dividend

1,725,350,110

99.97

443,929

0.03

1,725,794,039

81.79

311,679

5

To appoint Claudia Arney as a director

1,721,725,601

99.87

2,299,278

0.13

1,724,024,879

81.70

2,079,412

6

To appoint Sophie Gasperment as a director

1,651,922,371

95.72

73,784,667

4.28

1,725,707,038

81.78

398,883

7

To re-appoint Andrew Cosslett as a director

1,708,294,520

98.99

17,397,282

1.01

1,725,691,802

81.78

414,119

8

To re-appoint Jeff Carr as a director

1,721,005,447

99.73

4,671,239

0.27

1,725,676,686

81.78

429,235

9

To re-appoint Pascal Cagni as a director

1,723,164,448

99.85

2,502,481

0.15

1,725,666,929

81.78

438,992

10

To re-appoint Clare Chapman as a director

1,645,508,144

95.35

80,163,193

4.65

1,725,671,337

81.78

434,584

11

To re-appoint Rakhi Goss-Custard as a director

1,722,865,847

99.84

2,816,240

0.16

1,725,682,087

81.78

423,834

12

To re-appoint Veronique Laury as a director

1,722,278,260

99.80

3,390,556

0.20

1,725,668,816

81.78

432,188

13

To re-appoint Mark Seligman as a director

1,722,866,308

99.84

2,808,137

0.16

1,725,674,445

81.78

428,175

14

To re-appoint Deloitte LLP as auditors

1,721,315,221

99.74

4,419,163

0.26

1,725,734,384

81.78

368,015

15

To authorise the Audit Committee to agree the auditors' remuneration

1,725,419,913

99.98

334,340

0.02

1,725,754,253

81.78

347,988

16

To authorise the Company and its subsidiaries to make political donations

1,691,059,562

98.41

27,301,273

1.59

1,718,360,835

81.43

7,704,005

17

To authorise the directors to allot shares

1,548,985,761

89.75

176,950,627

10.25

1,725,936,388

81.79

162,422

18

To disapply pre-emption rights

1,638,729,510

95.08

84,788,798

4.92

1,723,518,308

81.68

2,584,997

19

To disapply pre-emption rights on an additional five percent

1,553,822,826

90.16

169,675,758

9.84

1,723,498,584

81.68

2,604,718

20

To authorise the company to purchase its own shares

1,720,602,103

99.75

4,341,754

0.25

1,724,943,857

81.75

1,159,346

21

To authorise the Company to call a general meeting other than an annual general meeting on not less than 14 clear days' notice

1,572,114,168

91.48

146,367,258

8.52

1,718,481,426

81.44

7,621,877

 

At Kingfisher we believe in proper alignment between pay and performance and our Remuneration Policy is designed to achieve this over the long term while incentivising the delivery of the ONE Kingfisher strategy. The Board welcomes the 96.76% vote in favour of our 2019 Directors' Remuneration Policy. The Board also welcomes the vote in favour of our Directors' Remuneration Report, including significant support from our largest shareholders. The remuneration arrangements in the year are in line with the Remuneration Policy approved at our 2016 AGM. However, despite a strong vote in favour, the Board acknowledges that some shareholders did not support the Resolution. This followed one proxy advisor raising a concern about the appropriateness of rewarding for progress on the business fundamentals given the in-year financial results.

 

Over the past year we have engaged extensively with our shareholders, proxy advisors, and shareholder representative organisations in relation to our remuneration arrangements. The views of our shareholders are of paramount importance to the Remuneration Committee, and therefore the Committee intends to consult further with shareholders to understand the specific rationale for any votes against our report. Our current understanding is that these concerns were mainly focused on our assessment of 2018/19 performance, and the corresponding awards made. These were based on the progress made against our annual strategic milestones, including the unification of the business, our digital objectives, and the level of operating efficiencies achieved, which are the building blocks of our long-term transformation plan. The annual bonus opportunity was reduced in the 2016 Remuneration Policy from 200% of salary to 80% to focus it on the delivery of strategic progress, with financial performance being measured on a long-term basis and rewarded through other elements of the package.  We are therefore keen to listen to our shareholders about how we evolve the operation of the annual awards and their relationship with short-term financial performance over forthcoming months. Kingfisher will publish an update on that engagement within six months of the 2019 AGM.

 

NOTES

 

*    Includes discretionary votes

**   A vote withheld is not a vote in law and, therefore cannot be counted in the calculation of the proportion of   

     votes for and against a resolution.

 

As at 10.00pm on Friday 5 July 2019, the time by which shareholders who wanted to attend, speak and vote at the AGM must have been entered on the Company's register of members, the number of issued shares of the Company was 2,110,125,093 shares of 15 5/7 pence each.

 

The full text of each of the resolutions is set out in the Notice of Annual General Meeting which is available on the Kingfisher website at www.kingfisher.com/en/investors/shareholder-centre/agm.html. A copy of the poll results for the Annual General Meeting will shortly be available on the Kingfisher website, also at www.kingfisher.com/en/investors/shareholder-centre/agm.html.

 

In accordance with Listing Rule 9.6.2, copies of the resolutions passed, other than those considered ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm.

 

CONTACT

 

For further information, please contact:

 

 

Investor Relations

Tel:

+44 (0) 20 7644 1082

Email:

investorenquiries@kingfisher.com

Media Relations

+44 (0) 20 7644 1030

corpcomms@kingfisher.com

Teneo

+44 (0) 20 7260 2700

Kfteam@teneo.com

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
RAGKMGGNDLDGLZM



 
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