REG - On the Beach Group - Result of Annual General Meeting

On Beach groupAnnouncement

30/01/2023 07:00

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RNS Number : 1752O  On the Beach Group PLC  30 January 2023

30 January 2023

On The Beach Group plc (the "Company")

Result of Annual General Meeting

The Board of the Company announces that at its Annual General Meeting ("AGM")
held on 27 January 2023, all the resolutions considered at the AGM were duly
passed by the required majority by means of a poll vote.

The results of the poll votes on the resolutions are shown in the table below:

             Resolution                                                              Votes for                 Votes against            Total votes cast (excl. withheld)  Votes withheld
                                                                                     No. of votes   % of vote  No. of votes  % of vote  No. of votes                       No. of votes
 1.          To receive the report & accounts                                         120,828,952   99.99      2,000         0.01        120,830,952                       1,755,267
 2.          To approve the Directors' remuneration policy                            96,639,341    79.34      25,159,239    20.66       121,798,580                       787,639
 3.          To approve the Directors' remuneration report                            120,718,499   98.48      1,863,280     1.52        122,581,779                       4,440
 4.          To re-appoint Richard Pennycook                                          119,707,990   97.66      2,873,754     2.34        122,581,744                       4,475
 5.          To re-appoint Simon Cooper as a Director                                 120,339,147   98.17      2,242,597     1.83        122,581,744                       4,475
 6.          To re-appoint Shaun Morton                                               118,583,324   98.14      2,243,188     1.86        120,826,512                       1,759,707
 7.          To re-appoint David Kelly as a Director                                  121,788,171   99.35      793,573       0.65        122,581,744                       4,475
 8.          To re-appoint Elaine O'Donnell as a director                             121,788,171   99.35      793,573       0.65        122,581,744                       4,475
 9.          To re-appoint Justine Greening as a director                             121,787,964   99.35      797,906       0.65        122,585,870                       349
 10.         To appoint Zoe Harris as a director                                      120,337,602   98.17      2,243,753     1.83        122,581,355                       4,864
 11.         To re-appoint Ernst & Young LLP as auditors                              120,822,092   98.56      1,759,966     1.44        122,582,058                       4,161
 12.         To authorise the directors to determine the auditor's remuneration.      122,577,289   99.99      4,769         0.01        122,582,058                       4,161
 13.         To authorise the establishment of the On the Beach Group plc Long Term   106,479,785   86.86      16,102,272    13.14       122,582,057                       4,162
             Incentive Plan 2023
 14.         To authorise the directors to allot shares.                              119,339,368   97.35      3,242,411     2.65        122,581,779                       4,440
 15.         To authorise political donations.                                        115,488,435   94.21      7,097,749     5.79        122,586,184                       35
 16.         To dis-apply statutory pre-emption rights                                118,632,985   98.41      1,912,305     1.59        120,545,290                       2,040,929
 17.         To dis-apply statutory pre-emption rights (acquisition or capital        105,217,584   87.28      15,327,706    12.72       120,545,290                       2,040,929
             investment).
 18.         To authorise the purchase of own shares.                                 120,828,738   98.57      1,757,446     1.43        122,586,184                       35
 19.         To reduce the notice period required for General Meetings                121,520,576   99.13      1,061,447     0.87        122,582,023                       4,196

 

 

 

Notes:

 

1.     A 'Vote withheld' is not a vote in law and is not counted in the
calculation of the proportion of the votes 'For' and 'Against' any resolution.

 

2.     The Company's total ordinary shares in issue (total voting rights)
as at the date of the AGM was 166,370,933 ordinary shares of £0.01 each.
Ordinary shareholders are entitled to one vote per ordinary share held.

 

3.     Resolutions 16 to 19 were passed as special resolutions.

 

4.     In accordance with paragraph 9.6.2 of the LSE Listing Rules, a copy
of the resolutions passed as special business at the AGM have been submitted
to the National Storage Mechanism and will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

5.     The complete poll results will be available shortly on the
Company's website at: http://www.onthebeachgroupplc.com
(http://www.onthebeachgroupplc.com) .

 

Statement regarding AGM voting results

 

The Board notes that Resolution 2 for the approval of the Directors'
Remuneration Policy received 79.34% of votes in favour and 20.66% of votes
against, which the Board understands relates to the introduction of the 2023
long term incentive plan ("2023 LTIP"). The Remuneration Committee carried out
an extensive engagement process on the changes to the remuneration
structure ahead of the publication of the Annual Report, including direct
consultation with over 65% of the shareholder base and the major UK proxy
advisors. Their feedback and guidance was taken on board in shaping the policy
and the 2023 LTIP, in particular by simplifying the initial proposal to focus
solely on time-based awards with a 50% reduction in quantum. This is in line
with major UK proxy adviser guidelines and also in line with the transition
that many other companies in the sector have previously undertaken. Following
the publication of the Annual Report, the Board communicated with 80% of the
shareholder base to offer an opportunity to engage ahead of AGM.

 

The Remuneration Committee believes that the 2023 LTIP will enable the Company
to retain key talent by providing management with greater visibility over
long-term remuneration outcomes in a very challenging market, while addressing
the difficulties faced in setting long term performance targets in
the context of the volatile UK travel sector. Nonetheless, the Board notes
the concerns raised by some shareholders and will reflect on feedback
received, whilst maintaining focus on alignment with the best interests of
shareholders and also with the Company's growth ambitions and strategy to
capture market share over the long term.

 

 

 

 For further information:

                                           c/o FTI Consulting

 On the Beach Group plc

 Simon Cooper, Chief Executive Officer

 Shaun Morton, Chief Financial Officer

 Kirsteen Vickerstaff, Company Secretary

 FTI Consulting                            Tel: +44 (0)20 3727 1000

 Alex Beagley

 Fiona Walker

 Sam Macpherson

 

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