AGM Statement

RNS Number : 4702F

SThree plc

24 April 2014

 



 For Immediate Release                                                                                                       24 April 2014

SThree plc

("SThree" or the "Group")

Result of Annual General Meeting

The Annual General Meeting of SThree plc was held on Thursday 24 April 2014 at 5^th Floor, GPS House, 215-227 Great Portland Street, London W1W 5PN at 11.30am. All resolutions proposed at the meeting were passed by way of a poll and a summary of the voting, including proxy votes, is as follows:

	Resolution	Votes For	%	Votes Against	%	Votes Withheld
1.	Report and Financial Statements	104,198,917	100.00	0	0.00	0
2.	Final dividend	104,198,917	100.00	0	0.00	0
3.	Directors' Remuneration Report	46,037,717	50.58	44,982,942	49.42	13,178,258
4.	Remuneration Policy	79,397,923	84.95	14,063,182	15.05	10,737,812
5.	Re-election of Clay Brendish	100,340,860	96.30	3,858,057	3.70	0
6.	Re-election of Gary Elden	104,077,217	99.88	121,700	0.12	0
7.	Re-election of Alex Smith	104,075,349	99.88	123,568	0.12	0
8.	Re-election of Justin Hughes	104,077,217	99.88	121,700	0.12	0
9.	Re-election of Steve Quinn	104,077,217	99.88	121,700	0.12	0
10.	Re-election of Alicja Lesniak	100,423,729	96.38	3,775,188	3.62	0
11.	Re-election of Tony Ward	100,423,729	96.38	3,775,188	3.62	0
12.	Re-election of Nadhim Zahawi	100,421,801	96.38	3,775,385	3.62	1,731
13.	Re-appointment of Auditors	103,509,839	99.97	29,499	0.03	659,579
14.	Auditors' remuneration	104,198,917	100.00	0	0.00	0
15.	Donations to EU Political Organisations	103,096,268	99.85	157,157	0.15	945,492
16.	Authority to offer employees minority interests in certain subsidiaries	103,131,208	99.99	517	0.01	1,067,192
17.	Directors' authority to allot securities	102,580,386	99.35	673,039	0.65	945,492
18.	Authority to call general meeting on 14 clear days' notice	97,029,107	93.97	6,224,318	6.03	945,492
19.	Disapplication of pre-emption rights (Special Resolution)	103,250,790	99.99	2,635	0.01	945,492
20.	Authority to purchase own shares (Special Resolution)	103,251,379	99.99	2,039	0.01	945,492

The Company acknowledges the significant number of votes cast against or abstaining on resolution number 3 (implementation of its remuneration policy). We understand that this reflects the concerns of a number of investors that the Group's LTIP EPS performance targets were insufficiently stretching relative to consensus forecasts. To a lesser extent, this issue also clouded views on resolution number 4 (remuneration policy approval), albeit this resolution received a much lower number of votes cast against or abstaining.

The Company takes its responsibility to engage with investors on remuneration matters seriously and normally undertakes this process annually, at the start of each financial year (typically around October/ November), to give investors the opportunity to raise any concerns and, if necessary, for the Company to reflect them in a revised remuneration policy/implementation well ahead of the AGM voting deadline. This process was followed, as usual, this year but it became clear only in the immediate run up to the AGM that a number of investors who had not responded during the earlier consultation process held strong views on this point and, consequently, the true strength of investor feeling on this issue was not reflected during the earlier consultation.

In light of this development and having now discussed this point with many of these investors, the Company has committed to review the current LTIP EPS performance targets (for LTIP awards made in early 2014) and will also be reviewing future years' EPS targets as part of its annual consultation later this year.

The Company will also be holding governance lunches on 27 May and 3 July, which investors are welcome to attend (please contact [e-mail] to request an invite, if not already received).

Notes:

1.         The 'For' vote includes those giving the Chairman discretion.

2.         'Votes withheld' are not counted when deciding whether or not a resolution is carried.

3.         The total number of Ordinary Shares in issue, excluding any shares held in treasury as at the time of this announcement, is 124,140,797 shares.

Enquiries:

SThree plc	020 7268 6000
Steve Hornbuckle, Company Secretary
Citigate Dewe Rogerson	020 7282 1054
Kevin Smith

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