REG - Ryanair Holdings PLC Ryanair Holdings-RYA - 2023 AGM voting outcome update statement

Ryanair HoldingsAnnouncement

08/03/2024 16:00

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RNS Number : 1685G  Ryanair Holdings PLC  08 March 2024

RYANAIR HOLDINGS PLC - 2023 AGM voting outcome update statement

 

Ryanair Holdings plc today (08 Mar.) provided an update in respect of its 2023
AGM held on 14 Sept. 2023. At that AGM, all resolutions were passed by the
requisite majority. As resolutions 3 and 4(g) passed with a majority of less
than 80%, in accordance with the UK Corp. Governance Code, Ryanair's Board
wishes to update shareholders on actions taken and feedback received.

 

Prior to resolution 3 (the Directors' Remuneration Policy ("DRP")) being put
to shareholders at the 2023 AGM, Stan McCarthy (Chairman) and Róisín Brennan
(Chair of Remco) engaged extensively with Ryanair's large shareholders
(representing approx. 60% of the shareholder base) and key proxy advisors on,
amongst other matters, the key features of the DRP which included details of
Ryanair Group CEO's, Michael O'Leary ("MOL"), contract extension which commits
MOL to remain employed by the Group until Jul. 2028 (previously Jul. 2024).

 

Throughout the above process (and shareholder consultation subsequent to the
2023 AGM), feedback on the DRP was broadly positive, with many complimenting
its simplicity and alignment with long-term shareholders' interests. Some
concerns, however, were expressed in relation to the potential value of the
Executive Directors share option grant if stretched performance targets are
achieved and the grant vests (in 2028). Additionally, clarification was sought
in relation to the 28 day period during which the Company's share price is
required to exceed €21 in order for share options to potentially vest.

 

The Board recognises that a range of views exists across the shareholder base
in relation to the pay of Executive Directors. The Board notes that the 73%
vote in support of  the DRP, the 100% support for MOL's re-election and 91%
support for the Remuneration Report at the 2023 AGM reflects the overwhelming
support for MOL's contract extension and the ambitious stretch targets set out
in his share option grant, which are closely aligned with long-term
shareholder interests.

 

The Board is grateful for the feedback received and the two-way engagement
with major shareholders. Given overall majority support was obtained for the
DRP, it is not proposed to make any further changes to the approach to
remuneration that was set out in the 2023 Annual Report. Remco will, however,
consider the above feedback when designing future policies.

 

As Mr. Cawley has confirmed that he is not seeking re-election at the 2024 AGM
(in Sept.), having reached his nine-year tenure as a Non-Executive Director,
no further engagement was deemed necessary in relation to resolution 4(g). The
Board considers Mr. Cawley as independent within the spirit and meaning of the
UK  Corp. Governance code.

 

 

For further info please contact:

Peter Larkin

Ryanair Holdings plc

Tel: +353 (0) 1 945 1212

larkinp@ryanair.com

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