REG - Ocado Group PLC - Result of AGM

OcadoAnnouncement

04/05/2022 16:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220504:nRSD3441Ka&default-theme=true

RNS Number : 3441K  Ocado Group PLC  04 May 2022

RESULT OF AGM

OCADO GROUP PLC

4 May 2022

Ocado Group plc

Annual General Meeting 2022 Results

 

The Annual General Meeting of Ocado Group plc (the "Company") was held at 45
Gresham Street, London EC2V 7BF as a combined physical and electronic meeting,
on Wednesday 4 May 2022 at 10.00am.

 

All resolutions were decided on a poll and all resolutions proposed at the
Annual General Meeting were passed by shareholders. The full text of each
resolution is contained in the notice of Annual General Meeting, which is
available on the Company's website www.ocadogroup.com
(http://www.ocadogroup.com/) (with each resolution number below corresponding
to the resolution number in the notice).

 

The number of votes for and against each of the resolutions put before the
Annual General Meeting and the number of votes withheld were as follows:

 

 

 Resolutions                                                                For                 Against             Total Votes  Votes Withheld
         Votes                                                              %            Votes  %
 Ordinary Resolutions
 1.      To receive the Annual Report and Accounts                          628,422,055  99.98  132,697      0.02   628,554,752  3,370,966
 2.      To approve the Directors' Remuneration Policy                      446,931,547  70.73  184,973,188  29.27  631,904,735  20,983
 3.      To approve the Directors' Remuneration Report                      611,544,200  97.12  18,113,437   2.88   629,657,637  2,268,081
 4.      To re-appoint Rick Haythornthwaite as a Director of the Company    581,465,994  93.16  42,692,857   6.84   624,158,851  7,766,867
 5.      To re-appoint Tim Steiner as a Director of the Company             628,065,009  99.39  3,836,500    0.61   631,901,509  24,209
 6.      To re-appoint Stephen Daintith as a Director of the Company        625,125,856  99.15  5,356,241    0.85   630,482,097  1,443,621
 7.      To re-appoint Neill Abrams as a Director of the Company            622,279,363  99.05  5,955,323    0.95   628,234,686  3,691,032
 8.      To re-appoint Mark Richardson as a Director of the Company         628,046,459  99.39  3,854,464    0.61   631,900,923  24,795
 9.      To re-appoint Luke Jensen as a Director of the Company             627,934,292  99.37  3,965,558    0.63   631,899,850  25,868
 10.     To re-appoint Jörn Rausing as a Director of the Company            608,021,351  97.07  18,322,444   2.93   626,343,795  5,581,923
 11.     To re-appoint Andrew Harrison as a Director of the Company         589,255,508  93.25  42,643,913   6.75   631,899,421  26,297
 12.     To re-appoint Emma Lloyd as a Director of the Company              610,920,071  96.68  20,979,500   3.32   631,899,571  26,147
 13.     To re-appoint Julie Southern as a Director of the Company          607,309,606  96.11  24,590,112   3.89   631,899,718  26,000
 14.     To re-appoint John Martin as a Director of the Company             619,136,040  97.98  12,763,527   2.02   631,899,567  26,151
 15.     To re-appoint Michael Sherman as a Director of the Company         618,710,648  97.91  13,189,143   2.09   631,899,791  25,927
 16.     To appoint Nadia Shouraboura as a Director of the Company          628,717,186  99.50  3,181,081    0.50   631,898,267  27,451
 17.     To re-appoint Deloitte LLP as auditor of the Company               630,287,719  99.97  205,018      0.03   630,492,737  1,432,981
 18.     To authorise the Directors to determine the auditor's              631,621,010  99.95  293,714      0.05   631,914,724  10,994

         remuneration
 19.     Authority for political donations and political expenditure        621,437,705  98.63  8,647,489    1.37   630,085,194  1,840,524
 20.     To approve amendments to the Ocado Group 2019 Value Creation Plan  450,604,811  71.31  181,297,188  28.69  631,901,999  23,719
 21.     Authority to allot shares up to one-third of issued share capital  628,870,893  99.52  3,039,015    0.48   631,909,908  15,810
 22.     Authority to allot shares in connection with a rights issue only   626,090,672  99.30  4,404,256    0.70   630,494,928  1,430,790
 Special Resolutions
 23.     General authority to disapply pre-emption rights                   631,535,684  99.94  376,849      0.06   631,912,533  13,185
 24.     Additional authority to disapply pre-emption rights                629,796,933  99.67  2,115,612    0.33   631,912,545  13,173
 25.     Authority to purchase own shares                                   630,095,427  99.73  1,731,429    0.27   631,826,856  98,862
 26.     Adoption of New Articles of Association                            631,794,958  99.98  121,163      0.02   631,916,121  9,597
 27.     Notice of general meetings                                         624,621,920  98.85  7,296,326    1.15   631,918,246  7,472

 

 

The Board notes that all resolutions were duly passed and would like to thank
shareholders for their continued support. The Board also notes the outcome of
the shareholder votes against Resolution 2 (the Directors' Remuneration
Policy) and Resolution 20 (Amendments to the Value Creation Plan).

 

As part of developing the remuneration Policy for the coming three years, the
Remuneration Committee Chairman undertook an extensive programme of engagement
with our largest shareholders and representative bodies to seek input on the
proposed changes.  Many of our largest shareholders understood the strategic
rationale for continuing to operate a non-standard, leveraged long-term
incentive plan at Ocado and indicated their support for our proposals to
extend the scheme beyond its original five-year term. In particular,
shareholders recognised the challenges associated with recruiting
internationally and competing for talent within the technology sector.
Furthermore, the Committee notes that it continues to be Ocado's remuneration
policy to aim to set fixed pay towards the lower quartile of the market and
offer substantial comparative reward (via our incentives) for transformational
performance.

 

In finalising our proposals, all shareholder feedback received was carefully
considered, in particular the feedback on the VCP extension, and a number of
changes were made to the original proposals in response to suggestions
received.  Details of our rationale for the final proposals and how they were
shaped during consultation are set out in the 2021 annual report.

The Board understands the concerns of some shareholders around the
non-standard nature of the VCP, which was reflected in the votes on
Resolutions 2 and 20.  However, it continues to believe that the changes
proposed and approved offer the best way to drive exceptional and sustainable
growth, whilst also rewarding short-term operational and strategic decisions.

 

The Remuneration Committee will keep the operation of the VCP and all other
aspects of executive remuneration under review and will continue to engage
with shareholders to understand their perspectives and concerns.

 

This announcement is made pursuant to the requirements of Listing Rules 9.6.2
and 9.6.18. In accordance with Listing Rule 9.6.2, a copy of resolutions 17 to
24 (as set out in the notice of Annual General Meeting), being the resolutions
passed at the Annual General Meeting not concerning ordinary business, has
been submitted today to the Financial Conduct Authority's national storage
mechanism. This document will be available for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

A copy of the Annual General Meeting results will be available on Ocado's
website: www.ocadogroup.com (http://www.ocadogroup.com/) .

 

Person responsible for arranging the release of this announcement:

 

Neill Abrams

Group General Counsel and Company Secretary

Ocado Group plc

Buildings One & Two, Trident Place,

Mosquito Way,

Hatfield

Hertfordshire, AL10 9UL

+ 44 1707 228 000

company.secretary@ocado.com (mailto:company.secretary@ocado.com)

Ocado Group plc LEI: 213800LO8F61YB8MBC74

Notes:

 

(i)    Votes 'withheld' are not votes under English law and so have not
been included in the calculation of whether a resolution is carried.
Percentages have been rounded to two decimal places.

 

(ii)   As at 7.00am on 4 May 2022, the Company's issued share capital was
751,924,363 ordinary shares of 2p each admitted to trading. The Company does
not hold any ordinary shares in treasury. Each ordinary share carries the
right to one vote in relation to all circumstances at general meetings of the
Company. Of these issued ordinary shares: (1) 1,670,409 shares are held by
Solium Trustee (UK) Limited, the trustee for the Company's employee Share
Incentive Plan, who must vote, at the request of a participant, in respect of
ordinary shares held by the trustee on behalf of that participant; (2) 564,988
shares are held by Wealth Nominees Limited, and 9,874,160 shares are held by
Numis Nominees (Client) Ltd, both on behalf of Ocorian Limited (formerly known
as Estera Trust (Jersey) Limited), the independent company which is the
trustee of Ocado's Employee Benefit Trust (the "EBT Trustee"). The EBT Trustee
has waived its right to exercise its voting rights and to receive dividends in
respect of 9,874,160 ordinary shares, although it may vote in respect of
564,988 ordinary shares which have vested under the joint share ownership
scheme and remain in the trust, at the request of a participant. The total of
10,439,148 ordinary shares held by the EBT Trustee are treated as treasury
shares in the group's consolidated balance sheet in accordance with IAS 32
''Financial Instruments: Presentation''. As such, calculations of earnings per
share for Ocado exclude the 10,439,148 ordinary shares held by the EBT
Trustee.

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGUPUPGAUPPGAC