REG - Wizz Air Holdings - 2023 Annual General Meeting

Wizz Air HoldingsAnnouncement

24/01/2024 12:15

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RNS Number : 8015A  Wizz Air Holdings PLC  24 January 2024

 

 

 

 

2023 Annual General Meeting Update

 

LSE: WIZZ

 

Geneva, 24 January 2024: At the Wizz Air Holdings Plc ("Wizz Air" or "the
Company") Annual General Meeting ("AGM") held on 2 August 2023, all ordinary
and special resolutions were approved by shareholders. Four of those
resolutions, (2,3,4 and 28) being approval of the Directors' Remuneration
Report, approval of the Directors' Remuneration Policy, approval of amendments
to the Wizz Air Value Creation Plan ("VCP") and approval of the disapplication
of pre-emption rights in connection with an acquisition or specified capital
investment, respectively, were opposed by more than 20% of voting
shareholders. Consequently, the Company engaged with shareholders to obtain
their feedback on voting at the AGM.

 

Background

During the last year, the Chair of the Remuneration Committee and Company
management have held numerous meetings on the Directors' Remuneration Policy,
engaging with key shareholders, including those identified as voting against
these resolutions to understand any sentiment in relation to proposed policy
changes, specifically the extension of certain elements of the Value Creation
Plan. During these meetings, discussions were also held on proposed
remuneration decisions for fiscal year ending 31 March 2023.

 

Post AGM Engagement

In consultations following the AGM, the Company acknowledged that certain
shareholders had objected to changes made to the short-term bonus structure
during the financial year. During these discussions, the Board highlighted
that the rationale for this so-called 'in-flight' bonus structure adjustment
is to appropriately incentivise the CEO and broader management team, while
managing the business through a volatile trading period, characterised by
external factors such as supply chain disruptions, the Ukraine war, and an
unusually high inflationary environment. The Company also reiterated that,
given prevailing circumstances, previous plans in place were unlikely to pay
out, so an alternative approach was required to ensure effective incentives
for the CEO and management.

 

In discussions covering the VCP, several shareholders queried whether the
plan's significant reliance on the share price was appropriate given its
sensitivity to market forces which are outside of management's control. The
Board agreed that while these forces play a significant factor in share price
movement, factors including how well a business is run and management's
ability to respond to changing market conditions play a key role. External
factors will always influence the market, but over the long term the share
price provides a fair measure of Wizz Air's performance and growth potential.
The Board strongly believes that the VCP, which relies on share price
performance, in combination with other remuneration and incentive plans, is
appropriate to retain and incentivise the CEO and the wider management team,
while also aligning to the interests of all stakeholders. The plan's
provisions also ensure that share price performance must be sustained over
time for recipients to capture the value of the award. Finally, during the
shareholder engagement last year, the majority of shareholders agreed it was
appropriate to adjust the performance period for the VCP, which was further
evidenced in the resolution's supporting vote (6.5 points higher versus when
the VCP was introduced in F21). Shareholders were broadly supportive of the
other elements of the Remuneration Policy and the VCP.

 

The Board appreciates the time and engagement of its shareholders during this
process and acknowledges and respects the views expressed by some
shareholders.

 

The Board, through the Remuneration Committee, is committed to structuring
incentive arrangements that support the business in retaining key talent and
delivering strong returns to shareholders, while remaining conscious of the
wider stakeholder experience and business performance. The Board believes it
has taken the right decisions in the interest of the business and its
stakeholders.  The Board would like to thank all shareholders that took part
in engagement and values the feedback and insight it has gained through the
process.

 

-Ends-

 

 ABOUT WIZZ AIR

 Wizz Air, the fastest growing European ultra-low-cost airline, operates a
 fleet of 195 Airbus A320 and A321 aircraft. A team of dedicated aviation
 professionals delivers superior service and very low fares, making Wizz Air
 the preferred choice of 60.3 million passengers in 2023. Wizz Air is listed on
 the London Stock Exchange under the ticker WIZZ. The company was recently
 named the World's Top 5 Safest Low-Cost Airlines 2024 by airlineratings.com,
 the world's only safety and product rating agency, and named Airline of the
 Year by Air Transport Awards in 2019 and in 2023. Wizz Air has also been
 recognised as the "Most Sustainable Low-Cost Airline" within the World Finance
 Sustainability Awards in 2021-2023 and the "Global Environmental
 Sustainability Airline Group of the Year" by the CAPA-Centre for Aviation
 Awards for Excellence 2022-2023.

 For more information:

 Zlatko Custovic, Wizz Air:                   +36 1 777 9407
 Tamara Vallois, Wizz Air:                    +36 1 777 9324
 James McFarlane / Eleni Menikou, MHP Group:  +44 (0) 20 3128 8100

 

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