Result of AGM

RNS Number : 6749C
NCC Group PLC
20 October 2020
 

NCC GROUP PLC

RESULTS OF THE 2020 ANNUAL GENERAL MEETING

Annual General Meeting

At the Annual General Meeting ("AGM") of NCC Group plc (the "Company") held at 10.30 am at XYZ Building, 2 Hardman Boulevard, Spinningfields, Manchester, M3 3AQ on 20 October 2020, shareholders duly passed all of the resolutions proposed. Each of the resolutions put to the AGM were voted on by way of a poll.

Resolutions 1 to 14 and resolutions 19 to 22 were passed as ordinary resolutions and resolutions 15 to 18 were passed as special resolutions. The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below (rounded to 2 decimal places).



Votes for

%

Votes against

%

Total votes cast

% of ISC voted

Votes withheld

1. 

To receive the report and accounts

 

205,722,097

100.00

0

0.00

205,722,097

73.45%

5,431,721

2. 

To approve the directors' remuneration report (other than the directors' remuneration policy) for the year ended 31 May 2020

102,161,835

51.53

96,087,573

48.47

198,249,408

70.78%

12,904,409

3. 

To approve the Directors' remuneration policy (as contained in the Directors' Remuneration Report for the year ended 31 May 2020)

163,090,941

81.44

37,158,392

18.56

200,249,333

71.50%

10,904,484

4. 

To declare a final dividend of 3.15p per share

211,153,619

100.00

0

0.00

211,153,619

75.39%

199

5. 

To re-appoint KPMG as auditor

205,894,275

99.99

13,942

0.01

205,908,217

73.52%

5,245,601

6. 

To authorise the Audit Committee to determine the auditor's remuneration

211,143,809

100.00

7,827

0.00

211,151,636

75.39%

2,182

7. 

To re-elect Adam Palser as a Director

211,100,615

99.98

49,536

0.02

211,150,151

75.39%

3,667

8. 

To re-elect Chris Stone as a Director

204,983,851

99.55

921,846

0.45

205,905,697

73.52%

5,248,120

9. 

To re-elect Jonathan Brooks as a Director

183,894,717

87.09

27,256,383

12.91

211,151,100

75.39%

2,718

10.

To re-elect Chris Batterham as a Director

202,341,540

95.83

8,807,577

4.17

211,149,117

75.39%

4,701

11.

To re-elect Jennifer Duvalier as a Director

202,341,648

95.83

8,808,503

4.17

211,150,151

75.39%

3,667

12.

To re-elect Mike Ettling as a Director

211,111,184

99.98

37,933

0.02

211,149,117

75.39%

4,701

13.

To re-elect Tim Kowalski as a Director

205,386,342

99.75

518,322

0.25

205,904,664

73.52%

5,249,154

14.

To authorise the Directors to allot shares

204,373,637

96.80

6,766,655

3.20

211,140,292

75.39%

13,526

15.

To authorise the Directors to disapply pre-emption rights up to 5% of the issue share capital

204,646,266

96.92

6,503,226

3.08

211,149,492

75.39%

4,326

16.

To authorise the Directors to disapply pre-emption rights for an additional 5% in relation to an acquisition or capital investment

199,403,091

94.44

11,746,401

5.56

211,149,492

75.39%

4,326

17.

To authorise the purchase of own shares pursuant to s.701 of the Companies Act 2006

205,744,378

97.51

5,263,583

2.49

211,007,961

75.34%

145,857

18.

To reduce the notice period required for General Meetings

206,554,782

97.83

4,592,082

2.17

211,146,864

75.39%

6,954

19.

To authorise the making of political donations and incurring political expenditure

193,404,025

91.65

17,618,642

8.35

211,022,667

75.34%

131,151

20.

To approve the adoption of the NCC Group plc 2020 Long Term Incentive Plan

199,361,756

94.42

11,775,327

5.58

211,137,083

75.39%

16,735

21.

To approve the adoption of the NCC Group plc 2020 Restricted Share Plan

199,361,756

94.42

11,775,327

5.58

211,137,083

75.39%

16,735

22.

To approve the adoption of the NCC Group plc 2020 Deferred Annual Bonus Share Plan

204,639,610

96.92

6,500,817

3.08

211,140,427

75.39%

13,391

 

Resolution 2

Following recent engagement on our Remuneration Report with approximately 25 of our larger shareholders, we would like to thank those that took the time to discuss their views with us. We were reassured that the vast majority with whom we consulted agreed that our policy and our plans for its implementation in 2020/21 were appropriate, though we acknowledge a significant minority of shareholders did not agree. 

Following the AGM, the Remuneration Committee will continue to engage with shareholders to fully understand their concerns and will consider the full range of feedback. We will publish an update on our engagement, in accordance with the UK Corporate Governance Code, within six months of the 2020 AGM.

 

 

 

Notes:

1.  Any proxy appointments which gave discretion to the chairman of the meeting have been included in the 'For' total. 

 

2.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a resolution, nor in the calculation of "total votes cast" for any resolution.

 

3.  The issued share capital of the Company as at the date of the AGM was 280,076,324 ordinary shares.

 

4.  The full text of the resolutions can be found in the Notice of Annual General Meeting which is available for inspection at the National Storage Mechanism   www.morningstar.co.uk/uk/nsm   and on the Company's website.   

In accordance with Listing Rule 9.6.2, copies of the resolutions passed as special business of the meeting will be uploaded to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm .

 

 

For enquiries please contact:

Jonathan Williams

Deputy Company Secretary

0161 209 5374

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