Result of AGM

RNS Number : 8062C
SAGA PLC
19 June 2019
 

19 June 2019

SAGA PLC - ANNUAL GENERAL MEETING 2019

Results of Annual General Meeting (AGM) held on 19 June 2019

Saga plc (the "Company") announces that, at its AGM held earlier today at Enbrook Park, Sandgate, Folkestone, Kent CT20 3SE, the resolutions set out in the Notice of AGM dated 3 May 2019 were passed following a poll on each resolution. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held. Resolutions 1-18 were passed as ordinary resolutions, Resolutions 19-22 were passed as special resolutions. The following table shows the votes cast on each resolution.

 

RESOLUTION

VOTES FOR

% OF VOTES CAST FOR

VOTES AGAINST

% OF VOTES CAST AGAINST

VOTES WITHHELD

VOTES CAST IN TOTAL (INCLUDING VOTES WITHHELD)

1.

to receive the annual report and accounts and director and audit reports for year ended 31 January 2019

712,477,919

99.63

2,635,995

0.37

1,056,995

715,113,914

2.

to approve the Directors' Remuneration Report

514,005,769

71.83

201,619,064

28.17

546,076

715,624,833

3.

to declare a final dividend for the year ended 31 January 2019 of 1p per ordinary share

628,848,252

99.73

1,708,051

0.27

85,614,607

630,556,303

4.

to re-elect Patrick O'Sullivan as a director   

709,143,414

99.10

6,424,486

0.90

603,009

715,567,900

5.

to re-elect Lance Batchelor as a director

713,305,269

99.66

2,437,808

0.34

427,833

715,743,077

6.

to re-elect Orna NiChionna as a director

712,748,966

99.59

2,934,527

0.41

487,417

715,683,493

7.

to re-elect Ray King as a director

712,067,703

99.50

3,608,491

0.50

494,716

715,676,194

8.

to re-elect Gareth Williams as a director

697,834,247

97.69

16,535,673

2.31

1,800,990

714,369,920

9.

to elect Eva Eisenschimmel as a director

714,635,873

99.84

1,109,679

0.16

425,358

715,745,552

10.

to elect Julie Hopes as a director

713,587,066

99.70

2,161,544

0.30

422,300

715,748,610

11.

to elect Gareth Hoskin as a director 

713,961,390

99.75

1,778,493

0.25

431,027

715,739,883

12.

to elect James Quin as a director

713,052,461

99.63

2,681,588

0.37

436,861

715,734,049

13.

to re-appoint KPMG LLP as auditors

714,720,830

99.85

1,067,864

0.15

382,216

715,788,694

14.

to authorise the Audit Committee to agree the remuneration of the auditors

714,888,820

99.88

880,340

0.12

401,750

715,769,160

15.

to authorise the Directors to make political donations and expenditure up to a specified amount

646,172,608

90.27

69,677,357

9.73

320,944

715,849,965

16.

to authorise the Directors to allot shares up to a specified amount

707,889,328

98.89

7,922,158

1.11

358,857

715,811,486

17.

to amend the rules of the Saga plc Long Term Incentive Plan.

702,399,702

98.22

12,708,660

1.78

1,062,547

715,108,362

18.

to amend the rules of the Saga plc Deferred Bonus Plan.

705,803,114

98.69

9,343,145

1.31

1,024,650

715,146,259

19.

to authorise the Directors to allot shares and sell treasury shares for cash without making a pre-emptive offer to shareholders

708,233,467

98.95

7,511,404

1.05

426,039

715,744,871

20.

to authorise the Directors to allot shares and sell treasury shares for cash without making a pre-emptive offer to shareholders (in connection with capital investment)

690,517,785

96.47

25,243,555

3.53

406,804

715,761,340

21.

to authorise the Company to purchase its own shares

713,068,250

99.64

2,588,542

0.36

514,117

715,656,792

22.

to authorise the Company to hold general meetings on not less than 14 days' notice

700,472,814

97.84

15,466,633

2.16

231,463

715,939,447

 

 

1)   A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

2)  Resolutions 19-22 inclusive have been proposed as special resolutions and required a 75% majority.

3)   The total voting rights of the Company as at 17 June 2019, the day on which shareholders had to be on the register in order to be eligible to vote, was 1,122,003,328.

4)   The results will be made available on the Company's website: www.corporate.saga.co.uk 

5)  In accordance with LR.9.6.2 a document setting out the resolutions passed at the AGM concerning special business has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM 

6)   Payment of final dividend will be made on 28 June 2019 to shareholders who were on the

       shareholder register on 17 May 2019.


The Board recognises that, while Resolution 2 to approve the Directors' Remuneration Report was passed, a proportion of shareholders opposed the resolution. Where 20 per cent or more of the votes have been cast against a board recommendation for a resolution the UK Corporate Governance Code 2018 states that a company should explain, when announcing voting results, what actions it intends to take to consult shareholders in order to understand the reasons behind the result.

Chair of the Remuneration Committee, Gareth Williams said in relation to the voting results of the Resolution 2:

"I am pleased that a significant majority of shareholders have voted in favour of the Annual Report on Remuneration. However, the Committee has noted that approximately 28% of shareholders voted against the Report.

We started consulting with shareholders on 1 May 2019 on changes to the future performance conditions for our Long-Term Incentive Plan to align with our new Strategy. I issued an update on this consultation through an RNS Announcement issued on 12 June 2019 in which I stated our intention to continue the consultation process to enable this dialogue between the Committee and shareholders to continue. This extension to the process will allow us to receive replies from some shareholders who had not responded prior to 12 June and to continue discussions with others on the performance conditions.

We will now extend this consultation to ask those shareholders who voted against the Annual Report on Remuneration the reasons for their vote. In line with the UK Corporate Governance Code we will issue an announcement on the feedback received from those shareholders and the action the Committee intends to take within six months of the date of this Annual General Meeting; with a full explanation set out in the Remuneration Report for 2019/20."

 

Enquiries

 

Saga plc                                                                                                                                          Tel: 01303 771199
Vicki Haynes,

Company Secretary                                                                                                                           

Enbrook Park

Sandgate

Folkestone
Kent
CT20 3SE

 


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