REG - RS Group PLC - 2022 AGM Vote Outcome Update Statement

RSAnnouncement

13/01/2023 09:00

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RNS Number : 6692M  RS Group PLC  13 January 2023

13 January 2023

RS GROUP PLC

2022 AGM VOTE OUTCOME UPDATE STATEMENT

RS Group plc (the "Company") today provides an update in respect of the
results of its Annual General Meeting ("AGM") held on 14 July 2022.  At the
Company's AGM, all resolutions were duly passed by poll with the requisite
majority. The Board notes that the resolution in respect of the Remuneration
Policy received a vote of more than 20% against (as a percentage of total
number of votes cast). The votes cast in favour of this resolution was 60.77%.

In advance of the 2022 AGM, the Company undertook an extensive multi-phased
consultation process with over 20 major shareholders (representing around 80%
of the register) in respect of the proposed changes to the Remuneration
Policy, and in particular the one-off Journey to Greatness long-term incentive
award ("J2G LTIP").  Through the consultation process, we received valuable
feedback and insights from all those we spoke to, with much of this directly
influencing the shape of the final proposals (for example - on the J2G LTIP
performance measures framework). The shareholders who did raise concerns were
primarily focused on the potential maximum quantum under the J2G LTIP and
actions required to deliver the maximum pay out awards possible.

The Committee and the Board believe it is important to align the remuneration
for our top leaders and the wider workforce with our high-performance,
purpose-led culture and strategy and the outcomes experienced by all
stakeholders. We firmly believe that the introduction of the J2G LTIP under
the 2022 Remuneration Policy provides an effective framework to incentivise
senior leadership to deliver truly exceptional performance which would deliver
significant sustained and value creative growth and is right for our business
and its stakeholders, including our people, customers and shareholders, at
this stage in the Group's evolution.   Whilst recognising that there are
wider social sensitivities with regard to potential quantum, the Committee
remains committed to ensuring that any payments under the J2G LTIP reflect the
delivery of exceptional and very stretching stakeholder outcomes and retains
the discretion to adjust awards if they are not deemed appropriate in the
circumstances.

Further to the announcement made on 16 December 2022 regarding Lindsley Ruth
stepping down as Chief Executive Officer, we have confirmed that all J2G LTIP
awards held by Lindsley have lapsed in full.

We would like to thank shareholders that took part in the engagement process
and value the feedback provided. As part of our ongoing commitment to open and
ongoing dialogue, a follow up engagement process is being conducted, where
shareholders have been offered the chance to further share perspectives on the
Remuneration Policy and maintain a dialogue on investor attitudes to
remuneration. A further update will be provided in the 2022/23 Directors'
Remuneration Report.

 

Enquiries:

 Lucy Sharma, VP Investor Relations  RS Group plc            020 7239 8427
 Martin Robinson / Olivia Peters     Tulchan Communications  020 7353 4200

 

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