REG - SSP Group PLC - AGM Results

SSPAnnouncement

21/02/2019 15:30

RNS Number : 7839Q
SSP Group PLC
21 February 2019
 


21 February 2019                                                                                                                  LEI: 213800QGNIWTXFMENJ24
 
 
 
SSP Group plc (the "Company")
 
 
Voting Results of Annual General Meeting held on 21 February 2019
 
 
The Company announces that its Annual General Meeting held at 11.00am on 21 February 2019 at Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL was successfully concluded.
 
All Resolutions were duly passed by shareholders by way of a poll.  The voting results are below and will also be available on the Company's website (www.foodtravelexperts.com).
 
 




Resolution


Votes For


%


Votes Against


%


Votes Total


% of issued share capital voted


Votes withheld




1. To receive the Company's annual accounts for the year ended 30 September 2018 together with the Directors' report and the Auditors' report on those accounts


389,278,056


99.99%


33,894


0.01%


389,311,950


83.36%


970,717




2. To approve the Directors' Remuneration Report for the year ended 30 September 2018 (excluding Directors' Remuneration Policy)


254,441,086


66.39%


128,798,265


33.61%


383,239,351


82.06%


7,043,316




3. To approve the final dividend recommended by the Directors of 5.4 pence per share for the financial year ended 30 September 2018 and to declare it payable on 29 March 2019


389,412,287


99.78%


869,636


0.22%


390,281,923


83.57%


744




4. To re-elect Vagn Sørensen as a Director


220,808,657


65.78%


114,893,225


34.22%


335,701,882


71.88%


54,580,785




5. To re-elect Kate Swann as a Director


384,361,570


98.48%


5,920,352


1.52%


390,281,922


83.57%


745




6. To re-elect Jonathan Davies as a Director


381,938,389


97.86%


8,343,282


2.14%


390,281,671


83.57%


996




7. To re-elect Ian Dyson as a Director


383,372,329


98.23%


6,909,342


1.77%


390,281,671


83.57%


996




8. To re-elect Per Utnegaard as a Director


387,288,056


99.23%


2,993,615


0.77%


390,281,671


83.57%


996




9. To elect Carolyn Bradley as a Director


387,246,527


99.22%


3,035,144


0.78%


390,281,671


83.57%


996




10. To elect Simon Smith as a Director


383,538,900


98.27%


6,741,410


1.73%


390,280,310


83.57%


2,357




11. To re-appoint KPMG LLP as auditor


382,870,158


98.10%


7,411,505


1.90%


390,281,663


83.57%


1,004




12. To authorise the Directors to determine the remuneration of the Auditor


389,002,165


99.67%


1,278,451


0.33%


390,280,616


83.57%


914




13. To authorise the Company and its subsidiaries to make political donations and/or incur political expenditure


387,538,696


99.30%


2,740,209


0.70%


390,278,905


83.57%


4,686




14. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006


351,008,138


89.94%


39,273,228


10.06%


390,281,366


83.57%


1,301




15. To declare the special dividend and to approve the share consolidation


390,227,280


99.99%


54,260


0.01%


390,281,540


83.57%


744




16. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (General)              


390,222,868


99.99%


58,498


0.01%


390,281,366


83.57%


1,301




17. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (Acquisition or Capital Investment)


381,877,631


97.85%


8,403,735


2.15%


390,281,366


83.57%


1,301




18. To authorise the Company to make market purchases of its ordinary shares


383,955,333


98.55%


5,654,615


1.45%


389,609,948


83.42%


672,719




19. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice


348,013,205


89.17%


42,268,718


10.83%


390,281,923


83.57%


744




 
Notes:
(1)      Full details of the resolutions are set out in the Notice of Annual General Meeting dated 22 January 2019 (which is available on the Company's website at www.foodtravelexperts.com).
(2)      Resolutions 1 to 15 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to 19 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
(3)      Votes 'For' include those votes giving the Chairman discretion.
(4)      There were 467,021,646 ordinary shares in issue all of which had the right to vote.
(5)      A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
(6)      Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at www.Morningstar.co.uk/uk/nsm.
 
 
 
 
Resolution 2: Approval of the Remuneration Report
 
The Board notes the outcome of the shareholder votes against Resolution 2 concerning the approval of the Company's Remuneration Report.
 
During 2018 we engaged with our leading shareholders and received support for our approach to remuneration. We have incorporated the feedback that we received from our investors through that process into the remuneration arrangements we have adopted for 2019.  We are keen to encourage an ongoing dialogue with our shareholders and value active participation in that process.
 
Based on input we have received in the weeks immediately preceding the AGM in 2019, we understand that some of our shareholders are concerned about the operation and disclosure of the Annual Bonus plan.  We plan to amend our approach to the operation of the Annual Bonus for Simon Smith following his appointment as CEO on 1st June 2019 such that his annual bonus will be determined by both the financial performance of the Group and his personal performance against objectives, the details of which will be provided in our 2019 Annual Report. 
 
We expect to seek shareholder approval for a new Remuneration Policy at our AGM in 2021 in line with the normal cycle for renewal.
 
The Company has good relationships with its shareholders and will continue to engage with them regarding its approach to remuneration going forward.
 
Resolution 4: Re-election of Vagn Sørensen
 
The Board also notes the outcome of the shareholder votes against Resolution 4 regarding the re-election of the Chairman, Vagn Sørensen, and recognises the concerns which continue to be expressed regarding the number of his external board appointments (despite his resignation as Chairman of Scandic Hotels Group AB following the 2018 AGM).
 
The Group also notes the FRC's view that investors and their advisors should pay due regard to a company's individual circumstances.  In this case, the Board and senior management team strongly believe that Vagn is a valuable and effective independent Chairman, a view supported by 65.78% of shareholders voting at the AGM. Vagn's knowledge of the business and extensive experience brings many benefits to the Group and his time commitment, availability and attention to his role as Chairman have never been called into question by his other Board appointments. His leadership and direction have been and will continue to be invaluable in the coming months as the Board goes through a period of transition.
 
Following the vote today, the Board and Chairman will again review his portfolio of appointments with a view to considering how we can address the concerns raised by our shareholders. As part of that process, the Board will continue its ongoing engagement with shareholders on this matter
 
For further information contact:
 
Helen Byrne
Company Secretary & General Counsel
+44 (0)207 543 3300
Investor and analyst enquiries
Sarah John
Director of Investor Relations
+44 (0)203 714 5251
E-mail: sarah.john@ssp-intl.com




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