Result of AGM

RNS Number : 8420B
SAGA PLC
14 June 2021
 

14 June 2021

SAGA PLC - ANNUAL GENERAL MEETING 2021

Results of Annual General Meeting (AGM) held on 14 June 2021

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 11 May 2021 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 1-13 were passed as ordinary resolutions; Resolutions 14-18 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 Auditor Reports for year ended

31 January 2021

79,521,321

99.98%

18,844

0.02%

59,837

79,600,002

2.

to approve the Directors' Remuneration Report

61,831,919

77.72%

17,725,106

22.28%

42,977

79,600,002

3.

to elect Roger De Haan as a director

77,808,309

99.83%

133,823

0.17%

1,657,870

79,600,002

4.

to re-elect Euan Sutherland as a director

79,503,347

99.92%

67,383

0.08%

29,272

79,600,002

5.

to re-elect James Quin as a director

79,498,246

99.91%

70,944

0.09%

30,812

79,600,002

6.

to re-elect Orna NiChionna as a director

75,085,538

94.38%

4,471,242

5.62%

43,222

79,600,002

7.

to re-elect Eva Eisenschimmel as a director

73,402,702

92.25%

6,164,877

7.75%

32,423

79,600,002

8.

to re-elect Julie Hopes as a director

75,111,416

94.40%

4,456,195

5.60%

32,391

79,600,002

9.

to re-elect Gareth Hoskin as a director

79,471,951

99.88%

95,815

0.12%

32,236

79,600,002

10.

to re-appoint KPMG LLP as auditor

79,547,830

99.95%

40,211

0.05%

11,961

79,600,002

11.

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

79,538,801

99.94%

50,441

0.06%

10,760

79,600,002

12.

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

79,317,602

99.67%

264,476

0.33%

17,924

79,600,002

13.

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

78,834,365

99.07%

736,129

0.93%

29,508

79,600,002

14.

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

79,452,569

99.85%

117,023

0.15%

30,410

79,600,002

15.

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)

79,253,689

99.61%

310,568

0.39%

35,745

79,600,002

16.

to authorise the Company to purchase its own shares

79,026,329

99.32%

544,848

0.68%

28,825

79,600,002

17.

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

79,118,304

99.40%

474,146

0.60%

7,552

79,600,002

18.

to adopt new articles of association

79,547,524

99.96%

28,863

0.04%

23,615

79,600,002

 

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

2)  Resolutions 14-18 inclusive have been proposed as special resolutions and required a 75% majority.

3)  The total voting rights of the Company as at 10 June 2021, the day on which shareholders had to be on the register in order to be eligible to vote, was 140,102,227.

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 data.fca.org.uk/#/nsm/nationalstoragemechanism  

 

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, Eva Eisenschimmel 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 22.28% of shareholders voted against the Report.

We discussed our approach to remuneration with shareholders in June 2020 at the height of the COVID-19 pandemic and recently approached major shareholders (in May 2021) to explain (and provide context to) the remuneration decisions explained in our Annual Report and Accounts for the year ended 31 January 2021.

We will now consult with those shareholders who voted against the Annual Report on Remuneration to establish 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 2021/22.

 

 

Enquiries

 

Saga plc       Tel: 01303 771199
Vicki Haynes,

Company Secretary     

Enbrook Park

Sandgate

Folkestone
Kent
CT20 3SE

 

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