Result of AGM

RNS Number : 4211P
On the Beach Group PLC
07 February 2019
 

7 February 2019

On The Beach Group plc (the "Company")

Result of Annual General Meeting

The Board of the Company announces that at its Annual General Meeting ("AGM") held today, 7 February 2019, all the resolutions considered at the AGM were duly passed by the required majority by means of a poll vote.

Resolution 8 contained in the Notice of Meeting dated 7 January 2019, concerning the re-election of Lee Ginsberg was withdrawn following Lee Ginsberg's resignation from the Company, as separately announced on 6 February 2019, and therefore was not put to a vote.

The results of the poll votes on the resolutions are shown in the table below:


Resolution

Votes for

Votes against

Total votes cast (excl. withheld)

Votes withheld



No. of votes

% of  vote

No. of votes

% of vote

No. of votes

No. of votes

1.  

To receive the report & accounts

93,966,151

100.00%

0

0.00%

93,966,151

312,671

2.  

To approve the Directors' Remuneration Policy

76,896,941

81.80%

17,107,090

18.20%

94,004,031

274,790

3.  

To approve the Directors' Remuneration Report

73,404,924

78.56%

20,036,361

21.44%

93,441,285

837,536

4.  

Declare final dividend of 2.2p per share

94,019,705

100.00%

0

0.00%

94,019,705

259,117

5.  

To appoint Elaine O'Donnell as a Director

93,878,771

99.85%

139,878

0.15%

94,018,649

260,172

6.  

To re-appoint Simon Cooper as a Director

93,887,305

99.86%

131,385

0.14%

94,018,690

260,132

7.  

To re-appoint Paul Meehan as a Director

93,884,965

99.86%

133,685

0.14%

94,018,650

260,172

8.  

Withdrawn

-

-

-

-

-

-

9.  

To re-appoint David Kelly  as a Director

90,596,663

96.36%

3,421,986

3.64%

94,018,649

260,172

10. 

To re-appoint KPMG LLP as auditors

93,836,018

99.80%

183,646

0.20%

94,019,664

259,157

11. 

To authorise the directors to determine the auditor's remuneration.

94,018,443

100.00%

1,222

0.00%

94,019,665

259,157

12. 

To authorise the directors to allot shares.

90,471,230

96.23%

3,547,420

3.77%

94,018,650

260,172

13. 

To authorise political donations.  

85,706,136

92.04%

7,409,591

7.96%

93,115,727

1,163,095

14. 

To dis-apply statutory pre-emption rights- any circumstances

91,194,596

97.00%

2,824,054

3.00%

94,018,650

260,172

15. 

To dis-apply statutory pre-emption rights- acquisition or capital investment.  

81,526,350

86.71%

12,492,299

13.29%

94,018,649

260,172

16. 

To authorise the purchase of own shares. 

93,992,698

99.97%

25,951

0.03%

94,018,649

260,172

17. 

To reduce the notice period required for General Meetings

92,692,807

98.59%

1,326,858

1.41%

94,019,665

259,157

 

 

Notes:

 

1.   A 'Vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' any resolution.

 

2.   The Company's total ordinary shares in issue (total voting rights) as at the date of the AGM was 131,144,234 ordinary shares of £0.01 each. Ordinary shareholders are entitled to one vote per ordinary share held.

 

3.   In accordance with paragraph 9.6.2 of the LSE Listing Rules, a copy of the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

 

4.   The complete poll results will be available shortly on the Company's website at: http://www.onthebeachgroupplc.com.

 

Statement regarding AGM voting results

 

The Board notes that there was a significant minority vote (just over 20%) against Resolution 3 for the approval of the Directors' Remuneration Report which primarily stemmed from the salary increase for the Chief Financial Officer. It should be noted that there was an active engagement process to discuss the changes being made to the remuneration arrangements ahead of the publication of the Annual Report and the Company's major shareholders were supportive of these.


The Board believes that the salary increase awarded was essential to support the retention of key talent to enable the Company to continue to grow and resulted in an appropriate market positioning as Paul Meehan has become more established in his role and taken on a wider range of responsibilities since his appointment in 2017. Nonetheless, the Remuneration Committee notes the concerns raised by some of its shareholders and will reflect on feedback received, whilst maintaining focus on alignment with the best interests of shareholders and also with the Company's overarching reward principles.

 

 

For further information:

On the Beach Group plc

Simon Cooper, Chief Executive Officer

Paul Meehan, Chief Financial Officer

Kirsteen Vickerstaff, Company Secretary

 

c/o FTI Consulting

FTI Consulting

Jonathon Brill

Alex Beagley

Fiona Walker

Tel: +44 (0)20 3727 1000

 


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