AGM Results

RNS Number : 4672F
Foxtons Group PLC
17 May 2017
 

Foxtons Group plc

(the "Company")

 

17 May 2017

 

Annual General Meeting ("AGM") Results

 

The Company announces that at its Annual General Meeting held earlier today all the resolutions set out in the Notice of Annual General Meeting were passed by the requisite majority.  Each of the resolutions put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:

 

Resolution

* indicates Special Resolution

For

(No. of shares)

For

(%)

Against

(No. of shares)

Against

(%)

Votes Withheld

(No. of shares)

Total issued. share capital instructed (%)

1. To receive the Annual Report and Accounts.

208,075,019

 

100.00

0

0.00

1,229,134

75.63

2.   To declare a final dividend.

209,300,653

100.00

0

0.00

3,500

76.08

3. To approve the Remuneration Policy

149,696,924

72.02

58,161,478

27.98

1,435,751

75.56

4.   To approve the Directors' Remuneration Report.

187,966,734

95.31

9,242,651

4.69

12,094,768

71.69

5.   To elect Mark Berry as a Director

206,402,136

98.64

2,842,406

1.36

59,611

76.06

6.   To re-elect Andrew Adcock as a Director.

146,662,739

70.36

61,773,366

29.64

858,048

75.77

7. To re-elect Ian Barlow as a Director.

195,740,487

93.55

13,504,055

6.45

59,611

76.06

8.   To re-elect Michael Brown as a Director.

 

205,890,375

98.40

3,354,167

1.60

59,611

76.06

9.   To re-elect Nicholas Budden as a Director.

206,506,143

98.69

2,738,399

1.31

59,611

76.06

10. To re-elect Garry Watts as a Director.

193,177,175

92.53

  15,605,476

7.47

521,502

75.89

11.            To re-appoint Deloitte LLP as auditors of the Company.

195,995,551

93.70

13,181,907

6.30

126,695

76.04

12. To authorise the Audit Committee to determine the auditors' remuneration.

196,297,556

93.81

12,943,486

6.19

63,111

76.06

13.            To authorise the Company to make political donations.

208,946,233

99.88

243,261

0.12

114,659

76.04

               

14. To approve the Foxtons Group Share Option Plan.

151,131,770

72.71

   56,727,837

27.29

1,434,546

75.56

15. To authorise the Directors to allot ordinary shares.

207,862,907

100.00

3,200

0.00

1,438,046

75.56

16. To disapply pre-emption rights.*

207,861,907

100.00

6,700

0.00

1,435,546

75.56

17.            To authorise the Company to purchase its own ordinary shares.*

209,206,454

99.96

93,299

0.04

4,400

76.08

18.            To authorise the Directors to hold general meetings on not less than 14 clear days' notice.*

200,075,395

95.59

9,225,063

4.41

3,695

76.08


*Special Resolution

 

The Board of Directors notes that all resolutions were passed with the requisite majority, although there was a significant minority vote against the remuneration policy, re-election of Andrew Adcock and Foxtons Group Share Option Plan (SOP). 

 

During 2016, Foxtons' Remuneration Committee undertook a full review of the Group's Remuneration Policy to ensure it continues to be appropriate to the Group's strategy and business needs, and reinforces alignment between the interests of our shareholders and those of our Executive Directors.  In formulating the proposed new policy, the Remuneration Committee considered a full range of alternative incentive structures to address concerns with the existing arrangements.  In particular, the Committee sought the views of shareholders holding in excess of 60% of share capital, and proposed a new share option plan to replace the current LTIP.  Compared to the LTIP, the option plan is more shareholder-aligned, longer term and significantly simpler, and we believe it is more motivational and retentive. The option plan has a time horizon of 5-10 years and a minimum total shareholder return requirement of 10% p.a.  Its cost is broadly similar to that of the LTIP it replaces.  The Board is committed to ongoing dialogue with shareholders on these and other matters.

 

 

 

NOTES:

 

 

1.

All resolutions were passed.

 

2.

Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.

 

3.

Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.

 

4.

A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution.

 

5.

The number of shares in issue at close of business on 15 May 2017 was 275,104,391 (the "Share Capital") and at that time, the Company did not hold any shares in treasury.

 

6.

The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Share Capital.

 

7.

The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.foxtonsgroup.co.uk.

 

8.

A copy of resolutions 16-18 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.

 

9.

The complete poll results will be available shortly on the Company's website at www.foxtonsgroup.co.uk

 

 For further information please contact:

 

 

Foxtons Investor Relations

 

Jenny Matthews

Tel: 020 7893 6484

     

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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