Result of AGM

RNS Number : 3907L
Dixons Carphone PLC
05 September 2019
 

5 September 2019

 

 

DIXONS CARPHONE PLC

 

ANNUAL GENERAL MEETING 2019 - POLL RESULTS

The Board of Dixons Carphone plc ('the Company') is pleased to announce that all the resolutions put to its Annual General Meeting held at 11:00am on Thursday 5 September 2019, were duly passed by the requisite majorities on a poll.

The results of the polls were as follows:

 

Resolutions

Votes For

Votes Against

Votes Total

Issued Share Capital Voted

Votes Withheld

Number

%

Number

%

Number

%

Number

1.

To receive the Annual Report and Accounts, including the strategic report and the reports of the directors and auditor for the period ended 27 April 2019

964,149,291

99.99

129,414

0.01

964,278,705

82.96%

935,686

2.

To approve the Directors' Annual Remuneration Report

738,083,754

76.54

226,263,505

23.46

964,347,259

82.96%

867,132

3.

To approve the Directors' Remuneration Policy

831,610,451

89.26

100,031,252

10.74

931,641,703

80.15%

33,572,688

4.

To declare a final dividend of 4.5p per ordinary share

960,566,776

99.52

4,643,402

0.48

965,210,178

83.04%

4,213

5.

To elect Eileen Burbidge MBE as a director

965,101,427

99.99

81,320

0.01

965,182,747

83.04%

31,641

6.

To re-elect Alex Baldock as a director

963,353,376

99.81

1,832,481

0.19

965,185,857

83.04%

28,531

7.

To re-elect Tony DeNunzio CBE as a director

940,418,094

97.52

23,894,565

2.48

964,312,659

82.96%

901,729

8.

To re-elect Andrea Gisle Joosen as a director

949,240,761

98.35

15,941,102

1.65

965,181,863

83.04%

32,525

9.

To re-elect Lord Livingston of Parkhead as a director

933,871,949

96.76

31,312,432

3.24

965,184,381

83.04%

30,007

10.

To re-elect Jonny Mason as a director

962,449,205

99.72

2,736,844

0.28

965,186,049

83.04%

28,339

11.

To re-elect Fiona McBain as a director

962,173,509

99.70

2,915,952

0.30

965,089,461

83.03%

124,927

12.

To re-elect Gerry Murphy as a director

934,368,653

96.81

30,815,795

3.19

965,184,448

83.04%

29,943

13.

To re-appoint Deloitte LLP as auditor of the Company

929,722,046

99.20

7,523,435

0.80

937,245,481

80.63%

27,968,910

14.

Authority for the directors to determine the auditor's remuneration

964,302,295

99.91

898,544

0.09

965,200,839

83.04%

13,549

15.

Authority to make political donations not exceeding £25,000 in total

857,710,889

92.60

68,512,964

7.40

926,223,853

79.68%

38,990,538

16.

To approve the Dixons Carphone Colleague Shareholder Scheme

964,856,895

99.97

315,736

0.03

965,172,631

83.04%

41,757

17.

To approve the Dixons Carphone Share Incentive Plan

964,659,312

99.95

517,138

0.05

965,176,450

83.04%

37,938

18.

Authority to allot shares

965,010,811

99.98

175,238

0.02

965,186,049

83.04%

28,342

19.

Authority to dis-apply    pre-emption rights *

964,998,580

99.98

172,329

0.02

965,170,909

83.04%

43,479

20

Authority for the Company to purchase its own shares *

936,813,988

97.08

28,136,396

2.92

964,950,384

83.02%

264,004

21.

Authority to call general meetings at short    notice *

951,324,537

98.56

13,884,975

1.44

965,209,512

83.04%

4,876

* Special Resolutions

 

Resolution 2 - Remuneration Report

The Board welcomes the 76.54% vote in favour of our Remuneration Report, including the support from most of our largest shareholders. However, despite this vote in favour, the Board acknowledges that a significant minority of shareholders did not support this Resolution.

 

Over the past year we have engaged extensively with our shareholders and the proxy agencies on our approach to executive remuneration. The views of our shareholders are important to us and the feedback we have received has been helpful. The Committee will seek to consult further with shareholders to understand and discuss the specific rationale for any votes against our report.

 

The Remuneration Committee recognises that the appropriate incentivisation of a new management team embarking on a major transformation of the business is a difficult judgement.

 

Our Group Chief Executive and Chief Financial Officer both deferred 100% of their cash bonus for 2018/19 into share awards that will not vest for 2 years.  The executives volunteered to do this as they were mindful that the performance of the business and the progress that is being made with the transformation is not reflected in the current share price and this was done in order to align themselves with shareholders.

 

The Company will continue to seek to consult with its shareholders and will publish an update on this engagement within six months of the 2019 AGM.

 

 

Notes:

1.   The total number of ordinary shares of 0.1p each in issue on the share register as at the date of meeting was 1,162,360,001 and all of these have voting rights.

2.   Percentages above are rounded to 2 decimal places.

3.   A vote 'Withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.

 

 

In accordance with Listing Rule 9.6.2R, a copy of the resolutions, other than those concerning ordinary business, passed at the Annual General Meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

 

 

Further information:

Nigel Paterson, Company Secretary and General Counsel

Tel: +44 (0)20 3110 4411

 


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