REG - Restaurant Group PLC - Results of 2023 AGM

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23/05/2023 13:30

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RNS Number : 3836A  Restaurant Group PLC  23 May 2023

Result of AGM

Restaurant Group PLC

23 May 2023

 

 

The Restaurant Group plc (the "Company")

 

Results of 2023 AGM

The Annual General Meeting of The Restaurant Group plc was held on 23 May
2023.

Voting was conducted by way of a poll and all resolutions put to the Annual
General Meeting were passed with the requisite majorities. Resolutions 1 to 15
(inclusive) were passed as ordinary resolutions (Resolution 3 is a non-binding
ordinary resolution) and resolutions 16 to 19 (inclusive) were passed as
special resolutions. The number of votes for and against each of the
resolutions and the number of votes withheld were as follows:

 

 Resolutions                                     Votes For    %      Votes Against  %      Total Votes Cast  Votes Withheld
 1. Report and Accounts 2022                     605,153,668  99.99  44,655         0.01   605,198,323       2,262,276

 2. Directors' Remuneration Policy               392,995,530  65.06  211,075,291    34.94  604,070,821       3,389,788
 3. Directors' Remuneration Report 2022          318,006,532  54.46  265,971,807    45.54  583,978,339       23,482,260
 4. Deferred Share Bonus Plan Rules              583,575,467  96.07  23,861,929     3.93   607,437,396       23,203
 5. Save As You Earn Scheme Rules                605,864,001  99.74  1,584,894      0.26   607,448,895       11,704
 6. Re-elect Ken Hanna as a Director             466,166,586  76.94  139,752,065    23.06  605,918,651       1,541,948
 7. Re-elect Andy Hornby as a Director           511,288,602  84.18  96,076,703     15.82  607,365,305       95,294
 8. Re-elect Kirk Davis as a Director            605,664,634  99.74  1,554,819      0.26   607,219,453       241,146
 9. Re-elect Graham Clemett as a Director        599,182,785  98.68  8,023,789      1.32   607,206,574       254,025
 10. Re-elect Zoe Morgan as a Director           458,511,554  75.68  147,366,269    24.32  605,877,823       1,582,776
 11. Re-elect Alex Gersh as a Director           603,259,702  99.35  3,948,631      0.65   607,208,333       252,266
 12. Re-appoint Loraine Woodhouse as a Director  605,609,512  99.74  1,597,913      0.26   607,207,425       253,174
 13. Re-appoint the Auditor                      604,798,246  99.72  1,696,414      0.28   606,494,660       965,939

 14. Determine the Auditor's remuneration        606,046,609  99.95  325,223        0.05   606,371,832       1,088,767
 15. Authority to allot shares                   605,464,461  99.82  1,075,894      0.18   606,540,355       920,244

 16. Waiver of pre-emption rights (general)      605,604,873  99.85  898,597        0.15   606,503,470       957,129
 17. Waiver of pre-emption rights (additional)   604,268,451  99.65  2,094,034      0.35   606,362,485       1,098,114
 18. Authority to purchase own shares            605,761,454  99.73  1,661,785      0.27   607,423,239       37,360
 19. Notice of General Meetings                  603,855,458  99.41  3,574,986      0.59   607,430,444       30,155

 

Notes:

1) The total number of shares in issue at 23 May 2023 was 765,062,398.

2) Where shareholders appointed the Chair of the meeting as their proxy with
discretion as to voting, those votes have been cast in favour of the
resolutions and are included in the total of those votes for.

3) Certified copies of resolutions 15 to 19 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) .

4) A 'vote withheld' is not a vote in law and is not counted in the
calculation of the proportion of votes validly cast.

Ordinary resolutions 2 and 3 (Directors' Remuneration Policy and Directors'
Remuneration Report)

The Board notes that all resolutions were duly approved today. The
Remuneration Policy will now be implemented by the Remuneration Committee for
2023. It is, however, noted that a significant minority did not support
certain of the substantive remuneration resolutions. In particular,
resolutions 2 and 3 received votes in favour of 65.06% and 54.46%
respectively.

Last year, the Remuneration Committee reviewed the operation and impact of the
previous Remuneration Policy and actively engaged with approximately 60% of
the share register (by number of shares). Since that consultation was
concluded last November, there has been a material change in the share
register, with notably Oasis building up a holding of 12.3% and indicating
that it would not support the policy. Nonetheless, our largest shareholder,
Columbia Threadneedle, and our third-largest shareholder, Royal London, with a
combined holding of around 23%, have confirmed their continuing support for
the policy.

During April and May, further consultation with over 70% of our shareholders
(by number of shares) occurred and all the feedback received is being reviewed
and discussed extensively at Remuneration Committee meetings.

As set out in the Directors' Remuneration Report, the Remuneration Committee
intends to keep the Remuneration Policy under active review to ensure it
remains appropriate to the group's evolution and aligned to stakeholder
interests and will provide an update on that review within the statutory
six-month timescale. In particular, it will re-engage with our largest
shareholders over the coming months as to whether the Restricted Share Plan
should be replaced by some other form of long-term incentive plan in line with
the preferences of some shareholders.

Ordinary resolutions 6 and 10 (Re-election of Ken Hanna and Zoe Morgan)

Whilst Resolutions 6 and 10 were passed with a clear majority, the Board
recognises that there was also a significant vote against these resolutions,
with Resolution 6 passing by 76.94% and Resolution 10 by 75.68%. The Board
believes that a clear majority of shareholders support the current Board and
management team as they focus on delivering for the Group, but it will
continue to engage and consult with shareholders, including those who voted
against these resolutions. In accordance with the UK Corporate Governance
Code, an update on the views received from shareholders and details of any
actions taken by the Company will be published within the required six-months.
A final summary will also be published in the 2023 Annual Report and Accounts.

A copy of this announcement confirming the voting figures will be displayed
shortly on the Company's website at www.trgplc.com (http://www.trgplc.com) .

For further details please contact:

 MHP Communications (Financial PR adviser)  Tel: +44(0) 20 3128 8742

 Oliver Hughes

 Simon Hockridge

 

 

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