Result of AGM

RNS Number : 3464B
easyJet PLC
10 February 2022
 

10 February 2022

easyJet plc

(the "Company")

Results of Annual General Meeting

The Company announces the voting results of its Annual General Meeting ('AGM') held earlier today. 

 

All resolutions put to the meeting were passed with the requisite majority by means of a poll. Resolutions 1 to 17 were each passed as an Ordinary Resolution (requiring a simple majority for them to be passed) and resolutions 18 to 20 were each passed as a Special Resolution (requiring at least a 75% majority for them to be passed).

 

The polling results for each resolution are set out below:

 

Resolution

Votes For

%

Votes Against

%

Total Votes

% of ISC

Voted1

Votes Withheld2

1.

To receive the Annual Report and Accounts for the year ended 30 September 2021

271,971,218

99.98

50,185

0.02

272,021,403

35.89%

2,228,222

2.

To approve the Directors' Remuneration Policy

186,561,503

73.38

67,687,412

26.62

254,248,915

33.54%

19,999,292

3.

To approve the Directors' Remuneration Report

258,407,932

97.23

7,355,130

2.77

265,763,062

35.06%

8,482,821

4.

To re-appoint Johan Lundgren as a Director

226,679,675

94.41

13,427,723

5.59

240,107,398

31.68%

34,143,925

5.

To appoint Kenton Jarvis as a Director

239,854,855

90.25

25,917,666

9.75

265,772,521

35.06%

8,474,830

6.

To appoint Stephen Hester as a Director

229,188,954

86.23

36,594,779

13.77

265,783,733

35.06%

8,464,112

7.

To re-appoint Dr Andreas Bierwirth as a Director

239,838,254

99.91

222,007

0.09

240,060,261

31.67%

34,187,781

8.

To re-appoint Catherine Bradley CBE as a Director

237,793,967

99.05

2,272,169

0.95

240,066,136

31.67%

34,182,669

9.

To re-appoint Nick Leeder as a Director

239,020,968

99.57

1,039,132

0.43

240,060,100

31.67%

34,188,705

10.

To re-appoint Julie Southern as a Director

228,717,280

95.27

11,351,482

4.73

240,068,762

31.67%

34,179,807

11.

To appoint Sheikh Mansurah Tal-At ('Moni') Mannings as a Director

225,805,844

94.06

14,262,067

5.94

240,067,911

31.67%

34,180,658

12.

To re-appoint David Robbie as a Director

239,609,223

99.81

454,056

0.19

240,063,279

31.67%

34,184,002

13.

To re-appoint PricewaterhouseCoopers LLP as auditors of the Company

243,793,340

91.72

22,003,578

8.28

265,796,918

35.07%

8,450,469

14.

To authorise the Audit Committee to determine the auditors' remuneration

251,682,576

94.68

14,141,199

5.32

265,823,775

35.07%

8,424,565

15.

To authorise the Company and its subsidiaries to make political donations and incur political expenditure

212,706,911

80.02

53,118,775

19.98

265,825,686

35.07%

8,427,584

16.

To authorise the Directors to allot shares

216,351,128

78.93

57,770,727

21.07

274,121,855

36.16%

126,714

17.

To approve the easyJet Restricted Share Plan

195,368,696

74.93

65,362,662

25.07

260,731,358

34.40%

13,515,066

18.

To disapply statutory pre-emption rights (Special Resolution)

226,469,924

82.63

47,601,294

17.37

274,071,218

36.16%

173,012

19.

To authorise the Company to purchase its own shares (Special Resolution)

265,858,408

97.38

7,147,012

2.62

273,005,420

36.02%

243,618

20.

To authorise the Company to call general meetings on not less than 14 clear days' notice (Special Resolution)

267,169,620

97.47

6,928,848

2.53

274,098,468

36.16%

149,259

Notes:

1.  Based on total issued share capital of 758,010,025 ordinary shares (as at 8 February 2022).

2.  A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

3.  The total voting rights of the Company on 8 February 2022 were 758,010,025.  

4.  As set out in the Notice of AGM, the Board is ensuring the Company complies with European ownership and control requirements by exercising its powers to suspend voting rights of certain UK and non-EU nationals. At the time of the AGM, the level of ownership by EU persons was 41% and accordingly, easyJet has suspended voting rights in respect of certain shares ("Affected Shares") held by non-EU shareholders and the polling results noted above reflect these actions. Such Affected Shares continued to count in the calculation of issued share capital and total voting rights of the Company.

 

Resolutions 2, 15, 16 and 17

The Board is pleased that Resolution 2 (Remuneration Policy), Resolution 15 (Political Donations) Resolution 16 (Authority to Allot Shares) and Resolution 17 (Restricted Share Plan) were passed with significant majorities, but notes the votes against these resolutions.

 

In relation to Resolutions 2 and 17, the Remuneration Committee undertook a thorough review of remuneration arrangements prior to the AGM, including consulting with major shareholders and employee representatives, and concluded that replacing the LTIP with a Restricted Share Plan was the best approach going forward. The Board believes that the updated Remuneration Policy will not only support long term strategic decision-making and help retain and motivate management to drive the performance of the business as we continue to recover from the pandemic, but will also support the longer term performance of the business including delivering sustainable shareholder value.

 

Resolution 15 seeks authority for the Company to make political donations and incur political expenditure. The definitions of political donations and political expenditure used in the Companies Act 2006 are very wide. In line with UK market practice, the authority under Resolution 15 is therefore sought only as a precautionary measure to ensure that easyJet and its subsidiaries do not inadvertently breach the relevant provisions of the legislation. As set out in the Notice of AGM, the Company does not make and does not intend to make political donations or to incur political expenditure.

 

Resolution 16 seeks a routine authority to allot shares in accordance with the Investment Association share capital management guidelines. The Directors do not have any present intention to exercise this authority, however they consider it appropriate to maintain the flexibility that this authority provides.

 

In accordance with the UK Corporate Governance Code, the Board will continue its engagement with shareholders to discuss their concerns on the above resolutions.

 

National Storage Mechanism

In accordance with LR 9.6.2 copies of the resolutions passed as special business  have been submitted to the FCA's National Storage Mechanism and will shortly be available to view at   https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

 

 

In case of queries please contact:

Institutional investors and analysts:

 

Michael Barker

Investor Relations

+44 (0) 7985 890 939

Adrian Talbot

Investor Relations

+44 (0) 7971 592 373




Media:

 

Anna Knowles

Corporate Communications

+44 (0)7985 873 313

Dorothy Burwell

Finsbury Glover Hering

+44 (0) 7733 294 930

Edward Simpkins

Finsbury Glover Hering

+44 (0)7947 740 551 /

(0) 207 251 3801

  LEI: 2138001S47XKWIB7TH90

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