REG - SSP Group PLC - Voting Results of AGM held on 4 February 2022

SSPAnnouncement

04/02/2022 16:05

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RNS Number : 7922A  SSP Group PLC  04 February 2022

4 February 2022
 
                       LEI: 213800QGNIWTXFMENJ24

 

 

 

SSP Group plc (the "Company")

 

 

Results of AGM

 

 

The Company announces that its Annual General Meeting held at 11.00am on 4
February 2022 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 (http://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    595,413,278  99.97%   188,539        0.03%   595,601,817  74.81%                           483,319
 2021 together with the Directors' report and the Auditors' report on those
 accounts
 2. To approve the Directors' Remuneration Report for the year ended 30         451,353,039  78.00%   127,272,261    22.00%  578,625,300  72.68%                           17,459,836
 September 2021 (excluding Directors' Remuneration Policy)
 3. To re-elect Mike Clasper as a Director of the Company                       594,041,411  99.67%   1,989,901      0.33%   596,031,312  74.87%                           53,824
 4. To re-elect Jonathan Davies as a Director of the Company                    589,307,976  98.87%   6,763,518      1.13%   596,071,494  74.87%                           13,642
 5. To re-elect Carolyn Bradley as a Director of the Company                    577,208,775  96.84%   18,847,467     3.16%   596,056,242  74.87%                           28,894
 6. To re-elect Tim Lodge as a Director of the Company                          593,562,097  99.58%   2,478,880      0.42%   596,040,977  74.87%                           44,159
 7. To re-elect Judy Vezmar as a Director of the Company                        593,916,197  99.64%   2,124,689      0.36%   596,040,886  74.87%                           44,250
 8. To elect Apurvi Sheth as a Director of the Company                          596,028,105  100.00%  7,031          0.00%   596,035,136  74.87%                           50,000
 9. To elect Kelly Kuhn as a Director of the Company                            595,819,421  99.96%   218,266        0.04%   596,037,687  74.87%                           47,449
 10. To re-appoint KPMG LLP as auditor of the Company                           584,802,026  98.11%   11,267,194     1.89%   596,069,220  74.87%                           15,916
 11. To authorise the Directors to determine the remuneration of the Auditor    586,343,241  98.37%   9,720,166      1.63%   596,063,407  74.87%                           21,729
 12. To authorise the Company and its subsidiaries to make political donations  594,954,020  99.82%   1,095,424      0.18%   596,049,444  74.87%                           35,592
 and/or incur political expenditure
 13. To authorise the Directors to allot shares pursuant to section 551 of the  476,693,236  79.97%   119,366,543    20.03%  596,059,779  74.87%                           25,357
 Companies Act 2006
 14. To authorise the Directors to dis-apply pre-emption rights pursuant to     595,996,414  99.99%   32,376         0.01%   596,028,790  74.87%                           56,346
 sections 570 and 573 of the Companies Act 2006 (General)
 15. To authorise the Directors to dis-apply pre-emption rights pursuant to     578,381,740  97.04%   17,656,653     2.96%   596,038,393  74.87%                           46,743
 sections 570 and 573 of the Companies Act 2006 (Acquisition or Capital
 Investment)
 16. To authorise the Company to make market purchases of its ordinary shares   593,737,370  99.62%   2,266,148      0.38%   596,003,518  74.86%                           81,618
 17. That a general meeting other than an annual general meeting may be called  469,594,490  78.95%   125,185,401    21.05%  594,779,891  74.71%                           1,305,245
 on not less than 14 clear days' notice

 

 

Notes:

 

(1)     Full details of the resolutions are set out in the Notice of
Annual General Meeting dated 6 January 2022 (which is available on the
Company's website at   (http://www.foodtravelexperts.com)
https://investors.foodtravelexperts.com/investors/shareholder-information/2022.aspx
(http://www.foodtravelexperts.com) ).

 

(2)      Resolutions 1 to 13 were ordinary resolutions, requiring more
than 50% of shareholders' votes to be cast in favour of the resolutions.
Resolutions 14 to 17 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 Chair discretion.

 

(4)    There were 796,113,196 ordinary shares (excluding treasury shares) in
issue all of which had the right to vote. 263,499 ordinary shares were held in
treasury which do not carry voting rights.

 

(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 data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Resolutions 2, 13 and 17

In relation to resolutions 2, to approve the Directors' Remuneration Report,
13, to authorise the directors to allot shares and 17, to call general
meetings on 14 days' notice, the Board acknowledges that, while these
resolutions were passed with a clear majority, there was a significant vote
against.

 

The Board is committed to continuing an open and transparent dialogue with the
Company's shareholders and engaged extensively with shareholders both prior to
the publication of the Annual Report and ahead of the AGM on the matters set
out in our Remuneration Report. We will continue that engagement, in
particular to understand the views of those shareholders who voted against
these resolutions to understand any specific concerns on executive pay,
allotment authorities and notice periods. We will publish an update on this
engagement, in accordance with the UK Corporate Governance Code, within six
months of the 2022 AGM as well as a final summary in the Company's Annual
Report for the 2022 Financial Year.

 

In relation to resolution 13, the Board further notes that the allotment
authority under resolution 13 granted today by shareholders falls within the
Investment Association's Share Capital Management Guidelines.

 

 

For further information contact:

 

Helen Byrne

General Counsel & Company Secretary

+44 (0)207 543 3300

Investor and analyst enquiries

Sarah John

Corporate Affairs Director

+44 (0)203 714 5251

E-mail: sarah.john@ssp-intl.com

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