REG - Wizz Air Holdings - Result of AGM
02/08/2023 16:45
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RNS Number : 1147I Wizz Air Holdings PLC 02 August 2023
Wizz Air Holdings Plc
2 August 2023
Wizz Air Holdings Plc
RESULT OF ANNUAL GENERAL MEETING
SHAREHOLDERS APPROVE ALL ORDINARY AND SPECIAL RESOLUTIONS AT WIZZ AIR'S 2023
AGM
Geneva, 2 August 2023: Wizz Air Holdings Plc ("Wizz Air" or the "Company"),
announces that at its annual general meeting ("AGM") held earlier today, all
ordinary and special resolutions were passed. All resolutions were decided by
poll.
The total voting rights of the Company as at 3.00 p.m. (CEST) on 31 July 2023,
being the time at which shareholders had to be on the Company's shareholder
register in order to be eligible to vote, was 103,332,880.
In accordance with paragraph 9.2.2E of the Listing Rules, the resolutions to
re-elect Barry Eccleston, Charlotte Pedersen, Charlotte Andsager, Enrique
Dupuy de Lome Chavarri, Anthony Radev, and Anna Gatti and to elect Phit Lian
Chong as directors of the Company were approved by (a) the shareholders of the
Company (resolutions 9, 12, 14, 16, 18, 20 and 22) and (b) the independent
shareholders of the Company (resolutions 10, 13, 15, 17, 19, 21 and 23).
In accordance with paragraph 9.6.2R of the Listing Rules, a copy of the
special resolutions approved at the AGM have been forwarded to the Financial
Conduct Authority for publication through the Document Viewing Facility and
will be accessible via the National Storage Mechanism website (National
Storage Mechanism | FCA
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) ).
The AGM results will also be made available on the Company's website: General
Meetings (wizzair.com)
(https://wizzair.com/en-gb/information-and-services/investor-relations/investors/general-meetings)
.
The Board notes that 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 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.
In respect of resolutions 3 and 4, the Company notes that the Chair of the
Remuneration Committee held numerous meetings and calls throughout the year on
the Directors' Remuneration Policy and has engaged with key shareholders to
understand their sentiment to the proposed Directors' Remuneration Policy
changes, specifically the extension of the Value Creation Plan. The Board is
pleased that resolutions 3 and 4 were passed with 74.0% of votes cast in
favour (prior to the proportionate disenfranchisement noted below) which,
following proportionate disenfranchisement, amounts to 72% and 75% in favour,
respectively. The Board remains of the view that the leadership of the
Company's CEO, József Váradi, is central to delivering Wizz Air's recovery
in the coming years and these changes are in the best interests of the
Company, its shareholders and other stakeholders. In respect of resolution 2
to approve the Directors' Remuneration Report, the Board recognises that the
changes during the year ended 31 March 2023 presented some challenges, but met
the commercial context, and is pleased to have 63.1%of votes cast in support
of these actions (again, prior to the proportionate disenfranchisement noted
below).
In respect of resolution 28, the Board notes that this resolution is in line
with the Pre-Emption Group's Statement of Principles, as revised in November
2022, and the Company would intend to follow the shareholder protections
contained in Part 2B of the Pre-Emption Group principles in connection with
any non-pre-emptive offering.
In the coming months, the Board will continue to consult with major
shareholders on remuneration and wider governance matters. In accordance with
the UK Corporate Governance Code, the Board will publish an update on this
engagement within six months of the AGM.
The Board is pleased that each of the AGM resolutions received broad-based
shareholder support and appreciates the time taken by shareholders to engage
with the Company in recent months.
The first table below shows the proxy votes validly lodged in advance of the
AGM. This table does not show the effect of disenfranchising a fixed
proportion of shares held by each Non-Qualifying National as the result of
sending Restricted Share Notices to such persons, as announced by the Company
on 11 July 2023. It is not, therefore, the result of the AGM.
The second table shows the results of the poll taken at the AGM. The number of
shares voting and the percentage of share capital voted reflect such
proportionate disenfranchisement.
Further details of each of the resolutions are contained in the notice of AGM
which is available at http://corporate.wizzair.com
(http://corporate.wizzair.com) .
Table 1 - proxy votes lodged in advance of the AGM
Resolution Votes For % Votes Against % Total Votes (excluding votes withheld) % of Issued Share Capital Voted Votes
Withheld*
Ordinary resolutions
1 To receive the Company's annual report and accounts for the financial year 88,052,366 100.00 522 0.00 88,042,552 85.21 323,307
ended 31 March 2023 together with the related directors' and auditor's report
(the "2023 Annual Report and Accounts").
2 To approve the directors' remuneration report for the financial year ended 31 55,751,674 63.10 32,606,257 36.90 88,347,595 85.51 18,264
March 2023.
3 To approve the directors' remuneration policy set out in the 2023 Annual 65,404,863 74.01 22,969,899 25.99 88,364,426 85.52 1,433
Report and Accounts.
4 To approve certain amendments to the rules of the Wizz Air Valuation Creation 65,403,763 74.01 22,971,117 25.99 88,364,544 85.52 1,315
Plan.
5 To approve certain amendments to the rules of the Wizz Air Omnibus Plan. 84,166,272 95.24 4,208,368 4.76 88,364,304 85.52 1,555
6 To re-elect William A. Franke as director. 81,892,221 92.91 6,247,903 7.09 88,129,788 85.30 236,071
7 To re-elect József Váradi as director. 88,270,574 99.88 104,099 0.12 88,364,337 85.52 1,522
8 To re-elect Stephen L. Johnson as director. 88,270,666 99.88 104,007 0.12 88,364,337 85.52 1,522
9 To re-elect Barry Eccleston as director. 76,439,135 86.61 11,815,138 13.39 88,243,937 85.41 121,922
10 To re-elect Barry Eccleston as director. 51,466,573 81.33 11,815,138 18.67 63,271,375 61.24 25,094,484
(INDEPENDENT VOTE)
11 To re-elect Andrew S. Broderick as director. 88,270,653 99.88 104,020 0.12 88,364,337 85.52 1,522
12 To re-elect Charlotte Pedersen as director. 88,373,299 100.00 1,374 0.00 88,364,337 85.52 1,522
13 To re-elect Charlotte Pedersen as director. 63,400,737 100.00 1,374 0.00 63,391,775 61.36 24,974,084
(INDEPENDENT VOTE)
14 To re-elect Charlotte Andsager as director. 87,684,787 99.52 423,889 0.48 88,098,340 85.27 267,519
15 To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE) 62,812,225 99.33 423,889 0.67 63,225,778 61.20 25,140,081
16 To re-elect Enrique Dupuy de Lome Chavarri as director. 88,373,260 100.00 1,101 0.00 88,364,025 85.52 1,834
17 To re-elect Enrique Dupuy de Lome Chavarri as director. 63,400,698 100.00 1,101 0.00 63,391,463 61.36 24,974,396
(INDEPENDENT VOTE)
18 To re-elect Anthony Radev as director. 86,440,382 97.81 1,933,979 2.19 88,364,025 85.52 1,834
19 To re-elect Anthony Radev as director. 61,467,820 96.95 1,933,979 3.05 63,391,463 61.36 24,974,396
(INDEPENDENT VOTE)
20 To re-elect Anna Gatti as director. 86,706,386 98.11 1,667,975 1.89 88,364,025 85.52 1,834
21 To re-elect Anna Gatti as director. 61,733,824 97.37 1,667,975 2.63 63,391,463 61.36 24,974,396
(INDEPENDENT VOTE)
22 To elect Phit Lian Chong as director. 88,373,215 100.00 1,146 0.00 88,364,025 85.52 1,834
23 To elect Phit Lian Chong as director. 63,400,653 100.00 1,146 0.00 63,391,463 61.36 24,974,396
(INDEPENDENT VOTE)
24 To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the 85,951,356 97.26 2,423,452 2.74 88,364,472 85.52 1,387
conclusion of the AGM until the conclusion of the next AGM.
25 To authorise the audit committee to agree the remuneration of the auditors. 88,029,136 99.61 345,743 0.39 88,364,543 85.52 1,316
26 To authorise the directors to allot shares. 85,937,935 97.24 2,436,942 2.76 88,364,541 85.52 1,318
Special resolutions
27 To disapply pre-emption rights. 75,541,765 85.48 12,833,147 14.52 88,364,576 85.52 1,283
28 To disapply pre-emption rights in connection with an acquisition or specified 69,019,407 78.10 19,355,505 21.90 88,364,576 85.52 1,283
capital investment.
Table 2 - results of the poll taken at the AGM
Resolution Votes For % Votes Against % Total Votes (excluding votes withheld) % of Issued Share Capital Voted Votes
Withheld*
Ordinary resolutions
1 To receive the Company's annual report and accounts for the financial year 18,210,086 100.00 69 0.00 18,203,960 17.62 43,094
ended 31 March 2023 together with the related directors' and auditor's report
(the "2023 Annual Report and Accounts").
2 To approve the directors' remuneration report for the financial year ended 31 12,596,781 69.02 5,653,578 30.98 18,244,164 17.66 2,889
March 2023.
3 To approve the directors' remuneration policy set out in the 2023 Annual 13,109,922 71.83 5,142,656 28.17 18,246,383 17.66 671
Report and Accounts.
4 To approve certain amendments to the rules of the Wizz Air Valuation Creation 13,743,861 75.30 4,508,733 24.70 18,246,398 17.66 655
Plan.
5 To approve certain amendments to the rules of the Wizz Air Omnibus Plan. 17,298,202 94.77 954,360 5.23 18,246,367 17.66 687
6 To re-elect William A. Franke as director. 16,957,444 93.06 1,264,208 6.94 18,215,457 17.63 31,596
7 To re-elect József Váradi as director. 18,238,846 99.92 13,720 0.08 18,246,371 17.66 682
8 To re-elect Stephen L. Johnson as director. 18,238,892 99.93 13,674 0.07 18,246,371 17.66 682
9 To re-elect Barry Eccleston as director. 15,662,646 85.89 2,574,052 14.11 18,230,502 17.65 16,551
10 To re-elect Barry Eccleston as director. 12,371,262 82.78 2,574,052 17.22 14,939,119 14.46 3,307,935
(INDEPENDENT VOTE)
11 To re-elect Andrew S. Broderick as director. 18,238,890 99.93 13,676 0.07 18,246,371 17.66 682
12 To re-elect Charlotte Pedersen as director. 18,252,385 100.00 181 0.00 18,246,371 17.66 682
13 To re-elect Charlotte Pedersen as director. 14,961,001 100.00 181 0.00 14,954,987 14.48 3,292,066
(INDEPENDENT VOTE)
14 To re-elect Charlotte Andsager as director. 18,154,991 99.66 62,516 0.34 18,211,312 17.63 35,741
15 To re-elect Charlotte Andsager as director. (INDEPENDENT VOTE) 14,876,788 99.58 62,516 0.42 14,933,109 14.46 3,313,945
16 To re-elect Enrique Dupuy de Lome Chavarri as director. 18,252,382 100.00 145 0.00 18,246,332 17.66 724
17 To re-elect Enrique Dupuy de Lome Chavarri as director. 14,960,999 100.00 145 0.00 14,954,949 14.48 3,292,107
(INDEPENDENT VOTE)
18 To re-elect Anthony Radev as director. 17,978,465 98.50 274,063 1.50 18,246,332 17.66 724
19 To re-elect Anthony Radev as director. 14,687,081 98.17 274,063 1.83 14,954,949 14.48 3,292,107
(INDEPENDENT VOTE)
20 To re-elect Anna Gatti as director. 18,013,524 98.69 239,004 1.31 18,246,332 17.66 724
21 To re-elect Anna Gatti as director. 14,722,140 98.40 239,004 1.60 14,954,949 14.48 3,292,107
(INDEPENDENT VOTE)
22 To elect Phit Lian Chong as director. 18,252,377 100.00 151 0.00 18,246,332 17.66 724
23 To elect Phit Lian Chong as director. 14,960,993 100.00 151 0.00 14,954,949 14.48 3,292,107
(INDEPENDENT VOTE)
24 To re-appoint PricewaterhouseCoopers LLP as the Company's auditors from the 16,581,791 90.85 1,670,796 9.15 18,246,391 17.66 665
conclusion of the AGM until the conclusion of the next AGM.
25 To authorise the audit committee to agree the remuneration of the auditors. 18,200,563 99.71 52,032 0.29 18,246,401 17.66 655
26 To authorise the directors to allot shares. 16,270,629 89.14 1,981,967 10.86 18,246,400 17.66 656
Special resolutions
27 To disapply pre-emption rights. 16,515,481 90.48 1,737,120 9.52 18,246,405 17.66 651
28 To disapply pre-emption rights in connection with an acquisition or specified 13,864,109 75.96 4,388,492 24.04 18,246,405 17.66 651
capital investment.
*A vote withheld is not a vote in law and is not counted towards votes cast
"For" or "Against" a resolution.
- Ends -
ABOUT WIZZ AIR
Wizz Air, the fastest growing European ultra-low-cost airline, operates a
fleet of 185 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 51.1 million passengers in the Financial Year F23
ending 31 March 2023. Wizz Air is listed on the London Stock Exchange under
the ticker WIZZ. The company was recently named one of the world's top ten
safest airlines by airlineratings.com (http://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.
- Ends -
For more information:
Investors:
Zlatko Custovic, Wizz Air: +36 1 777 9407
Media:
Tamara Vallois, Wizz Air: +36 70 777 9324
James McFarlane / Eleni Menikou, MHP Group: +44 (0) 20 3128 8100
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