Result of AGM

InterContinental Hotels Group PLC
05 May 2023
 

INTERCONTINENTAL HOTELS GROUP PLC

 

Results of 2023 Annual General Meeting

 

The Annual General Meeting of InterContinental Hotels Group PLC was held on Friday 5 May 2023.

 

All resolutions set out in the Notice of Meeting were duly passed by way of a poll.  The number of votes for and against each of the resolutions put before the Annual General Meeting and the number of votes withheld were as follows:

 

RESOLUTION

VOTES FOR

%

VOTES AGAINST

%

TOTAL VOTES

% of ISC

VOTES WITHHELD

1

Report and Accounts 2022

139,307,002

99.99

11,249

0.01

139,318,251

81.03%

542,818

2

Directors' Remuneration Policy

103,155,928

74.85

34,661,408

25.15

137,817,336

80.16%

2,043,591

3

Directors' Remuneration Report 2022

103,932,823

76.94

31,147,109

23.06

135,079,932

78.57%

4,780,994

4

Declaration of final dividend

139,819,948

100

2,455

0.00

139,822,403

81.33%

38,666

5(a)

Election of Michael Glover as a Director

139,753,265

99.96

62,019

0.04

139,815,284

81.32%

45,785

5(b)

Election of Byron Grote as a Director

132,409,424

94.71

7,402,985

5.29

139,812,409

81.32%

48,658

5(c)

Election of Deanna Oppenheimer as a Director

133,430,934

95.44

6,381,526

4.56

139,812,460

81.32%

48,608

5(d)

Re-election of Graham Allan as a Director

136,024,914

97.29

3,788,504

2.71

139,813,418

81.32%

47,651

5(e)

Re-election of Keith Barr as a Director

139,792,457

99.98

23,538

0.02

139,815,995

81.32%

45,074

5(f)

Re-election of Daniela Barone Soares as a Director

138,774,623

99.26

1,038,016

0.74

139,812,639

81.32%

48,430

5(g)

Re-election of Arthur de Haast as a Director

139,786,319

99.98

26,253

0.02

139,812,572

81.32%

48,497

5(h)

Re-election of Duriya Farooqui as a Director

139,541,235

99.81

271,407

0.19

139,812,642

81.32%

48,427

5(i)

Re-election of Jo Harlow as a Director

132,320,376

96.56

4,720,631

3.44

137,041,007

79.71%

2,820,061

5(j)

Re-election of Elie Maalouf as a Director

139,705,375

99.92

110,330

0.08

139,815,705

81.32%

45,363

5(k)

Re-election of Sharon Rothstein as a Director

139,557,460

99.82

256,271

0.18

139,813,731

81.32%

47,338

6

Re-appointment of Auditor

139,375,662

99.68

446,765

0.32

139,822,427

81.33%

38,642

7

Remuneration of Auditor

139,785,416

99.98

33,445

0.02

139,818,861

81.33%

42,064

8

Political Donations

136,302,997

97.50

3,495,090

2.50

139,798,087

81.31%

62,982

9

Adoption of new Deferred Award Plan rules

137,687,130

98.49

2,113,639

1.51

139,800,769

81.32%

60,299

10

Allotment of shares

133,330,227

95.36

6,489,694

4.64

139,819,921

81.33%

41,146

11

Disapplication of pre-emption rights

135,593,110

96.99

4,201,546

3.01

139,794,656

81.31%

66,267

12

Further disapplication of pre-emption rights

130,569,021

93.68

8,809,952

6.32

139,378,973

81.07%

482,094

13

Authority to purchase own shares

139,261,984

99.61

549,422

0.39

139,811,406

81.32%

49,663

14

Notice of General Meetings

131,432,772

94.00

8,386,366

6.00

139,819,138

81.33%

41,930

  

The Board notes that 25.15% of shareholders voted against the Directors' Remuneration Policy (DRP) (Resolution 2) and 23.06% against the 2022 Directors' Remuneration Report (DRR) (Resolution 3).

 

The Remuneration Committee Chair's statement accompanying the DRP contained the background and rationale for the updates to the DRP. The DRR included a detailed narrative on the Remuneration Committee reasoning and considerations in the determination of the 2022 Executive Director pay outcomes.

 

The Board recognises that there exists a range of views across the shareholder base in relation to the approach to Executive Director pay.

 

In late 2022 and early 2023, the Remuneration Committee consulted extensively with shareholders and the major proxy agencies on the key features of the DRP and the decisions in relation to 2022 pay outcomes. The consultation included engaging with around 60% of the ownership of the Company. All of IHG's 10 largest shareholders voted in support of the DRP; of IHG's 25 largest holders, there were only 3 who voted against.

 

The Board will engage further with ISS and shareholders who voted against these resolutions in the coming months in accordance with the UK Corporate Governance Code. As part of this process, the Board will seek to understand more about the reasons behind the ISS recommendation and shareholder votes against the DRP and DRR. An update will be provided within six months of the 2023 Annual General Meeting.

 

Notes:

 

1.   The 'For' vote includes those giving the Chair discretion.

 

2.   Votes 'Withheld' are not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

 

3.   Resolutions 11 to 14 are special resolutions.

 

4.   IHG's total issued share capital consists of 179,431,083 ordinary shares of 20 340/399 pence each, of which 7,506,782 ordinary shares are held in treasury. The total number of voting rights in the Company is 171,924,301.

 

5.   Copies of the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the UK Listing Authority via the National Storage Mechanism and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Unless otherwise defined herein, terms used in this announcement shall have the meaning given to them in the Notice of Meeting.

 

For further information, please contact:

 

Investor Relations:

Stuart Ford (+44 (0)7823 828 739); Aleksandar Milenkovic (+44 (0)7469 905 720); Joe Simpson (+44 (0)7976 862 072)

Media Relations:

Amy Shields (+44 (0)7881 035 550); Alex O'Neil (+44 (0)7407 798 576)

 

 

About IHG Hotels & Resorts

 

About IHG Hotels & Resorts:

IHG Hotels & Resorts [LON:IHG, NYSE:IHG (ADRs)] is a global hospitality company, with a purpose to provide True Hospitality for Good.

 

With a family of 18 hotel brands and IHG One Rewards, one of the world's largest hotel loyalty programmes, IHG has over 6,000 open hotels in more than 100 countries, and more than 1,900 in the development pipeline.

 

-     Luxury & Lifestyle: Six Senses Hotels Resorts Spas, Regent Hotels & Resorts, InterContinental Hotels & Resorts, Vignette Collection, Kimpton Hotels & Restaurants, Hotel Indigo

-     Premium: voco hotels, HUALUXE Hotels & Resorts, Crowne Plaza Hotels & Resorts, EVEN Hotels

-     Essentials: Holiday Inn Hotels & Resorts, Holiday Inn Express, avid hotels

-     Suites: Atwell Suites, Staybridge Suites, Holiday Inn Club Vacations, Candlewood Suites

-     Exclusive Partners: Iberostar Beachfront Resorts

 

InterContinental Hotels Group PLC is the Group's holding company and is incorporated and registered in England and Wales. Approximately 345,000 people work across IHG's hotels and corporate offices globally.

 

Visit us online for more about our hotels and reservations and IHG One Rewards. To download the new IHG One Rewards app, visit the Apple App or Google Play stores.

 

For our latest news, visit our Newsroom and follow us on LinkedIn, Facebook and Twitter.

 

 

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