REG - Ocado Group PLC - Result of AGM

OcadoAnnouncement

02/05/2023 16:45

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RNS Number : 1710Y  Ocado Group PLC  02 May 2023

RESULT OF AGM

OCADO GROUP PLC

2 May 2023

Ocado Group plc

Annual General Meeting 2023 Results

 

Ocado Group plc ("Ocado") held its Annual General Meeting (the "AGM") on 2 May
2023.

 

Resolutions 1 to 21 (inclusive) were passed as ordinary resolutions;
resolutions 22 to 25 (inclusive) were passed as special resolutions. Results
of the poll for each resolution are shown in the table below.

 

 Resolutions                                                                    For                  Against              Total Votes  Votes Withheld
         Votes                                                                  %            Votes   %
 1.      To receive the Annual Report and Accounts                              700,216,039  99.99%  26,267       0.01%   700,242,306  7,478,139
 2.      To approve the Directors' Remuneration Report                          492,647,838  69.86%  212,534,897  30.14%  705,182,735  2,537,710
 3.      To re-appoint Rick Haythornthwaite as a Director of the Company        661,546,130  93.55%  45,627,630   6.45%   707,173,760  546,685
 4.      To re-appoint Tim Steiner as a Director of the Company                 705,764,832  99.73%  1,931,541    0.27%   707,696,373  24,072
 5.      To re-appoint Stephen Daintith as a Director of the Company            692,929,139  98.10%  13,391,893   1.90%   706,321,032  1,399,413
 6.      To re-appoint Neill Abrams as a Director of the Company                701,003,947  99.25%  5,312,713    0.75%   706,316,660  1,403,785
 7.      To re-appoint Mark Richardson as a Director of the Company             705,618,023  99.71%  2,077,575    0.29%   707,695,598  24,847
 8.      To re-appoint Luke Jensen as a Director of the Company                 705,603,121  99.70%  2,090,941    0.30%   707,694,062  26,383
 9.      To re-appoint Jörn Rausing as a Director of the Company                683,907,582  98.05%  13,634,097   1.95%   697,541,679  10,178,766
 10.     To re-appoint Andrew Harrison as a Director of the Company             582,467,798  82.31%  125,217,444  17.69%  707,685,242  35,203
 11.     To re-appoint Emma Lloyd as a Director of the Company                  662,670,304  93.64%  45,018,425   6.36%   707,688,729  31,716
 12.     To re-appoint Julie Southern as a Director of the Company              649,863,050  91.83%  57,822,140   8.17%   707,685,190  35,255
 13.     To re-appoint John Martin as a Director of the Company                 699,154,855  98.79%  8,532,904    1.21%   707,687,759  32,686
 14.     To re-appoint Michael Sherman as a Director of the Company             698,767,656  98.74%  8,917,499    1.26%   707,685,155  35,290
 15.     To re-appoint Nadia Shouraboura as a Director of the Company           699,045,861  98.78%  8,640,896    1.22%   707,686,757  33,688
 16.     To appoint Julia M. Brown as a Director of the Company                 705,137,760  99.62%  2,696,885    0.38%   707,834,645  35,218
 17.     To re-appoint Deloitte LLP as auditor of the Company                   706,302,832  99.99%  32,490       0.01%   706,335,322  1,385,123
 18.     To authorise the Directors to determine the auditor's remuneration     707,671,840  99.99%  26,122       0.01%   707,697,962  22,483
 19.     Authority for political donations and political expenditure            696,712,879  98.45%  10,990,136   1.55%   707,703,015  17,430
 20.     Authority to allot shares up to one-third of issued share capital      701,493,413  99.12%  6,213,042    0.88%   707,706,455  13,990
 21.     Authority to allot shares in connection with a pre-emptive offer only  700,869,660  99.03%  6,831,903    0.97%   707,701,563  18,882
 22.     General authority to disapply pre-emption rights*                      588,686,107  83.18%  119,006,533  16.82%  707,692,640  27,805
 23.     Additional authority to disapply pre-emption rights*                   582,634,560  82.33%  125,060,230  17.67%  707,694,790  25,655
 24.     Authority to purchase own shares*                                      662,905,815  93.68%  44,706,891   6.32%   707,612,706  107,739
 25.     Notice of general meetings*                                            697,998,679  98.63%  9,714,815    1.37%   707,713,494  6,951

 * Special Resolution

Board response to Resolution 2 (the Directors' Remuneration Report)

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

Based on the areas highlighted by proxy advisers, the Board considers votes
against the Directors' Remuneration Report to predominantly relate to: (i) the
outturn of the FY22 Annual Incentive Plan (the "AIP"); and (ii) the creation
of the third Tranche of the Value Creation Plan (the "VCP"). The Board
continues to believe that the implementation of the current Directors'
Remuneration Policy (the "Policy"), which was approved at the 2022 annual
general meeting, offers the best way to incentivise management and drive
exceptional and sustainable long-term growth of the Group while also rewarding
short-term operational and strategic decisions.

Each year, the Remuneration Committee (the "Committee") sets performance
measures and targets under the AIP that are closely aligned to the delivery of
the Group's strategic objectives for that year. In line with the current
Policy, the performance measures for the FY22 AIP were a mix of financial,
strategic and operational targets for Ocado. Given that the only long-term
incentive, the VCP, is based entirely on a single financial measure, Total
Shareholder Return, the Committee is cognisant of the need to ensure that the
AIP incentivises and motivates executive directors to focus on all aspects of
our strategy, both financial and non-financial. As such, the Committee is
satisfied that the chosen metrics for the 2022 financial year remained core to
delivery of Ocado's ongoing growth strategy and that the overall outturn is
appropriate in the context of overall business performance, including strong
performance in the efficiency of the Ocado Smart Platform (a cost-related
measure), progress against the technology goals, and the high satisfaction of
our customers.

The Committee is committed to ensuring that remuneration at Ocado continues to
be aligned to the business strategy and achievement of planned business goals
and intends to keep under review the weighting and nature of financial
measures in the AIP in the future, noting that the proportion of financial
measures in the FY23 AIP has increased relative to FY22.

The creation of the third VCP tranche following the capital raise in June 2022
is in line with: (i) the VCP plan rules; (ii) the approach taken following the
June 2020 capital raise; and (iii) the approach to how a variation in capital
would be treated, which shareholders requested us to adopt when the VCP was
first implemented. The creation of a new tranche does not involve the issuance
of new share awards, but it does allow part of the existing award to be tested
against a hurdle where the starting price is equal to the placing price under
the capital raise.

In accordance with the UK Corporate Governance Code (the "Code") and in line
with past practice, the Board will continue to consult and engage with
shareholders on executive remuneration matters and is committed to
understanding their perspectives and concerns. An update statement will be
provided within six months of the AGM, in accordance with the Code, with a
final summary to be included in the Company's 2023 annual report and accounts.

Board changes become effective

As previously announced on 20 October 2022, following the conclusion of the
2023 AGM, a number of changes to Board Committee composition have taken
effect. Julie Southern has assumed the role of Remuneration Committee Chair
from Andrew Harrison, who will carry on as a member of the Remuneration
Committee and chairman of the People Committee. Further, John Martin has
become Chair of the Audit Committee as Julie Southern has stepped down from
this position but remains a member of this Committee.

 

As required by the Listing Rules of the Financial Conduct Authority, a copy of
certain resolutions have been submitted to the Financial Conduct Authority via
the National Storage Mechanism. This document will be available shortly 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: (http://www.ocadogroup.com/) 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

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 2 May 2023, the Company's issued share capital was
826,565,574 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) 2,086,416 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) 563,738
shares are held by Wealth Nominees Limited, and 9,917,035 shares are held by
Winterflood Client Nominees Limited, 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 9,917,035 ordinary shares, although it may
vote in respect of 563,738 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 10,480,773 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 10,480,773 ordinary
shares held by the EBT Trustee.

 

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