Result of AGM

RNS Number : 5509S
RS Group PLC
14 July 2022
 

RS Group plc

 

Results of Annual General Meeting

 

RS Group plc (the 'Company') held its Annual General Meeting ('AGM') at 12.00 pm today.

 

The Board notes that all resolutions were duly passed and would like to thank shareholders for their continued support.

 

The results of the poll held at the AGM are as follows:

 



Voted For
(Incl. Chairman's discretion)

Votes Against

Total Votes Cast (excl. Votes Withheld)

Votes Withheld*

Resolution

Votes

% of Votes

Votes

% of Votes

1

Receive Annual Report and Accounts for 2022

400,259,797

99.94

240,459

0.06

400,500,256

4,176,381

2

Approve Directors' Remuneration Policy

230,629,838

60.77

148,894,394

39.23

379,524,232

25,152,385

3

Approve Directors' Remuneration Report for 2022

391,422,951

98.42

6,292,878

1.58

397,715,829

6,960,788

4

Approve Final Dividend for 2022

404,672,798

100.00

0

0.00

404,672,798

3,839

5

Elect Alex Baldock

403,941,939

99.82

712,304

0.18

404,654,243

22,374

6

Elect Navneet Kapoor

404,175,712

99.88

474,456

0.12

404,650,168

26,449

7

Re-elect Louisa Burdett

402,473,359

99.46

2,186,866

0.54

404,660,225

16,392

8

Re-elect David Egan

401,956,439

99.33

2,707,468

0.67

404,663,907

12,710

9

Elect Rona Fairhead

403,267,232

99.66

1,358,039

0.34

404,625,271

51,346

10

Re-elect Bessie Lee

404,147,349

99.87

507,188

0.13

404,654,537

22,080

11

Re-elect Simon Pryce

381,064,250

99.44

2,138,533

0.56

383,202,783

21,473,834

12

Re-elect Lindsley Ruth

404,037,206

99.85

626,701

0.15

404,663,907

12,710

13

Re-elect David Sleath

402,523,062

99.47

2,138,533

0.53

404,661,595

15,022

14

Re-elect Joan Wainwright

402,903,172

99.57

1,759,418

0.43

404,662,590

14,027

15

Reappoint PwC as Auditor 

404,301,240

99.91

366,531

0.09

404,667,771

8,866

16

Agree remuneration of the auditor

404,584,689

99.98

86,447

0.02

404,671,136

5,501

17

Limited authority to make political donations and to incur political expenditure

398,993,595

98.61

5,641,524

1.39

404,635,119

28,498

18

Authority to allot shares

385,885,899

95.36

18,787,014

4.64

404,672,913

3,704

19

Authority to disapply pre-emption rights up to 5% 

399,649,010

98.76

5,017,596

1.24

404,666,606

10,011

20

Authority to disapply pre-emption rights for additional 5% 

386,588,466

95.54

18,064,101

4.46

404,652,567

24,050

21

Authority to purchase own shares

403,549,588

99.93

295,075

0.07

403,844,663

831,954

22

Notice Period for General Meetings

376,539,594

93.05

28,133,795

6.95

404,673,389

3,228

23

Approve new LTIP

379,646,371

93.82

25,007,498

6.18

404,653,869

22,748

 

 

* A "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "for" or "against" a resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.

 

The total number of shares in issue on Thursday, 14 July 2022 was 471,034,124 ordinary shares in the Company. A total of 86% of the share capital was voted.

 

The RS Group Board is pleased to note that all resolutions were passed with the requisite majority votes and welcomes the overwhelming support of the Company's shareholders for the majority of the resolutions proposed.

 

The Board notes the outcome of the shareholder vote on Resolution 2 (the Directors' Remuneration Policy) and acknowledges that some shareholders did not vote in favour of this resolution.

 

The Remuneration Committee and the Board recognise the importance of aligning our remuneration with our high-performance, purpose-led culture and strategy. The J2G LTIP provides a framework to incentivise truly exceptional performance that would deliver significant value for the Group and have a profoundly positive impact on all of the Company's wider stakeholders, namely our people, customers, suppliers, communities and shareholders. The Committee firmly believes that the Policy is right for our business and its stakeholders, and will remain focused on ensuring the J2G LTIP Award is aligned with the best interests of the business and shareholders on an ongoing basis.

 

As part of developing the Directors' Remuneration Policy, the Remuneration Committee Chair undertook an extensive programme of engagement with our largest shareholders to seek input on the proposed changes.  We undertook a multi-phased consultation process with over 20 major shareholders representing around 80% of the register. The majority of these shareholders with whom we engaged with were supportive of our proposals during that engagement process, with around 75% of them voting in favour of the resolution. They acknowledged the approach was the best way to align remuneration with high performance and, in particular, they welcomed the continued focus on long-term, performance-linked reward which the J2G LTIP Award will bring. Throughout the consultation process we received valuable feedback and insights from all those we spoke to, with much of the input received influencing the shape of the final proposals.

 

We value an open and transparent dialogue with our shareholders and we will continue to engage with them to ensure all views are understood and taken into consideration in applying the new Directors' Remuneration Policy going forwards. In accordance with the UK Corporate Governance Code we will publish an update on this engagement within six months of the date of this AGM.

 

In accordance with Listing Rule 9.6.2., a copy of the Resolutions relating to Special Business has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

 

 

Clare Underwood

Company Secretary

14 July 2022

 

 

LEI: 549300KVXDURRKVW7R37

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
END
 
 
RAGZZLFFLDLZBBQ

Companies

RS Group (RS1)
UK 100

Latest directors dealings