Results of 2023 AGM

Restaurant Group PLC
23 May 2023
 

Result of AGM

Restaurant Group PLC

23 May 2023

 

 

The Restaurant Group plc (the "Company")

 

Results of 2023 AGM

The Annual General Meeting of The Restaurant Group plc was held on 23 May 2023.

Voting was conducted by way of a poll and all resolutions put to the Annual General Meeting were passed with the requisite majorities. Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions (Resolution 3 is a non-binding ordinary resolution) and resolutions 16 to 19 (inclusive) were passed as special resolutions. The number of votes for and against each of the resolutions and the number of votes withheld were as follows:

 

Resolutions

Votes For

%

Votes Against

%

Total Votes Cast

Votes Withheld

1. Report and Accounts 2022

 

605,153,668

99.99

44,655

0.01

605,198,323

2,262,276

2. Directors' Remuneration Policy

392,995,530

65.06

211,075,291

34.94

604,070,821

3,389,788

3. Directors' Remuneration Report 2022

318,006,532

54.46

265,971,807

45.54

583,978,339

23,482,260

4. Deferred Share Bonus Plan Rules

583,575,467

96.07

23,861,929

3.93

607,437,396

23,203

5. Save As You Earn Scheme Rules

605,864,001

99.74

1,584,894

0.26

607,448,895

11,704

6. Re-elect Ken Hanna as a Director

466,166,586

76.94

139,752,065

23.06

605,918,651

1,541,948

7. Re-elect Andy Hornby as a Director

511,288,602

84.18

96,076,703

15.82

607,365,305

95,294

8. Re-elect Kirk Davis as a Director

605,664,634

99.74

1,554,819

0.26

607,219,453

241,146

9. Re-elect Graham Clemett as a Director

599,182,785

98.68

8,023,789

1.32

607,206,574

254,025

10. Re-elect Zoe Morgan as a Director

458,511,554

75.68

147,366,269

24.32

605,877,823

1,582,776

11. Re-elect Alex Gersh as a Director

603,259,702

99.35

3,948,631

0.65

607,208,333

252,266

12. Re-appoint Loraine Woodhouse as a Director

605,609,512

99.74

1,597,913

0.26

607,207,425

253,174

13. Re-appoint the Auditor

 

 

604,798,246

99.72

1,696,414

0.28

606,494,660

965,939

14. Determine the Auditor's remuneration

606,046,609

99.95

325,223

0.05

606,371,832

1,088,767

15. Authority to allot shares

 

 

605,464,461

99.82

1,075,894

0.18

606,540,355

920,244

16. Waiver of pre-emption rights (general)

605,604,873

99.85

898,597

0.15

606,503,470

957,129

17. Waiver of pre-emption rights (additional)

604,268,451

99.65

2,094,034

0.35

606,362,485

1,098,114

18. Authority to purchase own shares

605,761,454

99.73

1,661,785

0.27

607,423,239

37,360

19. Notice of General Meetings

 

603,855,458

99.41

3,574,986

0.59

607,430,444

30,155

 

Notes:

1) The total number of shares in issue at 23 May 2023 was 765,062,398.

2) Where shareholders appointed the Chair of the meeting as their proxy with discretion as to voting, those votes have been cast in favour of the resolutions and are included in the total of those votes for.

3) Certified copies of resolutions 15 to 19 have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

4) A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Ordinary resolutions 2 and 3 (Directors' Remuneration Policy and Directors' Remuneration Report)

The Board notes that all resolutions were duly approved today. The Remuneration Policy will now be implemented by the Remuneration Committee for 2023. It is, however, noted that a significant minority did not support certain of the substantive remuneration resolutions. In particular, resolutions 2 and 3 received votes in favour of 65.06% and 54.46% respectively.

Last year, the Remuneration Committee reviewed the operation and impact of the previous Remuneration Policy and actively engaged with approximately 60% of the share register (by number of shares). Since that consultation was concluded last November, there has been a material change in the share register, with notably Oasis building up a holding of 12.3% and indicating that it would not support the policy. Nonetheless, our largest shareholder, Columbia Threadneedle, and our third-largest shareholder, Royal London, with a combined holding of around 23%, have confirmed their continuing support for the policy.

During April and May, further consultation with over 70% of our shareholders (by number of shares) occurred and all the feedback received is being reviewed and discussed extensively at Remuneration Committee meetings.

As set out in the Directors' Remuneration Report, the Remuneration Committee intends to keep the Remuneration Policy under active review to ensure it remains appropriate to the group's evolution and aligned to stakeholder interests and will provide an update on that review within the statutory six-month timescale. In particular, it will re-engage with our largest shareholders over the coming months as to whether the Restricted Share Plan should be replaced by some other form of long-term incentive plan in line with the preferences of some shareholders.

Ordinary resolutions 6 and 10 (Re-election of Ken Hanna and Zoe Morgan)

Whilst Resolutions 6 and 10 were passed with a clear majority, the Board recognises that there was also a significant vote against these resolutions, with Resolution 6 passing by 76.94% and Resolution 10 by 75.68%. The Board believes that a clear majority of shareholders support the current Board and management team as they focus on delivering for the Group, but it will continue to engage and consult with shareholders, including those who voted against these resolutions. In accordance with the UK Corporate Governance Code, an update on the views received from shareholders and details of any actions taken by the Company will be published within the required six-months. A final summary will also be published in the 2023 Annual Report and Accounts.

A copy of this announcement confirming the voting figures will be displayed shortly on the Company's website at www.trgplc.com.

For further details please contact:

MHP Communications (Financial PR adviser)

Oliver Hughes

Simon Hockridge

Tel: +44(0) 20 3128 8742

      

 

 

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