Voting Results of AGM held on 4 February 2022

RNS Number : 7922A
SSP Group PLC
04 February 2022
 

4 February 2022                                                                                                                      LEI: 213800QGNIWTXFMENJ24

 

 

 

SSP Group plc (the "Company")

 

 

Results of AGM

 

 

The Company announces that its Annual General Meeting held at 11.00am on 4 February 2022 at Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL was successfully concluded.

 

All Resolutions were duly passed by shareholders by way of a poll.  The voting results are below and will also be available on the Company's website ( www.foodtravelexperts.com ).

 

 

Resolution

Votes For

%

Votes Against

%

Votes Total

% of issued share capital voted

Votes withheld

1. To receive the Company's annual accounts for the year ended 30 September 2021 together with the Directors' report and the Auditors' report on those accounts

595,413,278

99.97%

188,539

0.03%

595,601,817

74.81%

483,319

2. To approve the Directors' Remuneration Report for the year ended 30 September 2021 (excluding Directors' Remuneration Policy)

451,353,039

78.00%

127,272,261

22.00%

578,625,300

72.68%

17,459,836

3. To re-elect Mike Clasper as a Director of the Company

594,041,411

99.67%

1,989,901

0.33%

596,031,312

74.87%

53,824

589,307,976

98.87%

6,763,518

1.13%

596,071,494

74.87%

13,642

5. To re-elect Carolyn Bradley as a Director of the Company

577,208,775

96.84%

18,847,467

3.16%

596,056,242

74.87%

28,894

6. To re-elect Tim Lodge as a Director of the Company

593,562,097

99.58%

2,478,880

0.42%

596,040,977

74.87%

44,159

7. To re-elect Judy Vezmar as a Director of the Company

593,916,197

99.64%

2,124,689

0.36%

596,040,886

74.87%

44,250

8. To elect Apurvi Sheth as a Director of the Company

596,028,105

100.00%

7,031

0.00%

596,035,136

74.87%

50,000

9. To elect Kelly Kuhn as a Director of the Company

595,819,421

99.96%

218,266

0.04%

596,037,687

74.87%

47,449

10. To re-appoint KPMG LLP as auditor of the Company

584,802,026

98.11%

11,267,194

1.89%

596,069,220

74.87%

15,916

11. To authorise the Directors to determine the remuneration of the Auditor

586,343,241

98.37%

9,720,166

1.63%

596,063,407

74.87%

21,729

12. To authorise the Company and its subsidiaries to make political donations and/or incur political expenditure

594,954,020

99.82%

1,095,424

0.18%

596,049,444

74.87%

35,592

13. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006

476,693,236

79.97%

119,366,543

20.03%

596,059,779

74.87%

25,357

14. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (General)

595,996,414

99.99%

32,376

0.01%

596,028,790

74.87%

56,346

15. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (Acquisition or Capital Investment)

578,381,740

97.04%

17,656,653

2.96%

596,038,393

74.87%

46,743

16. To authorise the Company to make market purchases of its ordinary shares

593,737,370

99.62%

2,266,148

0.38%

596,003,518

74.86%

81,618

469,594,490

78.95%

125,185,401

21.05%

594,779,891

74.71%

1,305,245

 

 

Notes:

 

(1)  Full details of the resolutions are set out in the Notice of Annual General Meeting dated 6 January 2022 (which is available on the Company's website at   https://investors.foodtravelexperts.com/investors/shareholder-information/2022.aspx ).

 

(2)  Resolutions 1 to 13 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 14 to 17 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

 

(3)  Votes 'For' include those votes giving the Chair discretion.

 

(4)    There were 796,113,196 ordinary shares (excluding treasury shares) in issue all of which had the right to vote. 263,499 ordinary shares were held in treasury which do not carry voting rights.

 

(5)  A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

 

(6) Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Resolutions 2, 13 and 17

In relation to resolutions 2, to approve the Directors' Remuneration Report, 13, to authorise the directors to allot shares and 17, to call general meetings on 14 days' notice, the Board acknowledges that, while these resolutions were passed with a clear majority, there was a significant vote against. 

 

The Board is committed to continuing an open and transparent dialogue with the Company's shareholders and engaged extensively with shareholders both prior to the publication of the Annual Report and ahead of the AGM on the matters set out in our Remuneration Report. We will continue that engagement, in particular to understand the views of those shareholders who voted against these resolutions to understand any specific concerns on executive pay, allotment authorities and notice periods. We will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2022 AGM as well as a final summary in the Company's Annual Report for the 2022 Financial Year.

 

In relation to resolution 13, the Board further notes that the allotment authority under resolution 13 granted today by shareholders falls within the Investment Association's Share Capital Management Guidelines. 

 

 

For further information contact:

 

Helen Byrne

General Counsel & Company Secretary

+44 (0) 207 543 3300

Investor and analyst enquiries

Sarah John

Corporate Affairs Director

+44 (0)203 714 5251

E-mail: sarah.john@ssp-intl.com

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