Gym Group PLC (The)

Result of AGM

RNS Number : 3561L
Gym Group PLC (The)
12 May 2022
 

LEI Number: 213800VCU9TBANZIN455

12 May 2022

 

The Gym Group plc (the "Company")

Annual General Meeting ("AGM") Results

 

The Company announces that at its Annual General Meeting held earlier today at No. 1 Croydon, 12-16 Addiscombe Road, Croydon, CR0 0XT, all the resolutions set out in the Notice of AGM were passed by the requisite majority.  Each of the resolutions put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:

 

Resolution

* indicates Special Resolution

For

(No. of shares)

For

(%)

Against

(No. of shares)

Against

(%)

Votes Withheld

(No. of shares)

Total issued share capital instructed (%)

1.  To receive the Annual Report and Accounts.

142,402,186

100.00

375

0.00

1,597,945

80.05

2.  To approve the Directors' Remuneration Policy.

137,871,527

96.61

4,841,266

3.39

1,287,713

80.22

3.  To approve the Remuneration Statement and Remuneration Report.

102,619,408

72.87

38,206,463

27.13

3,174,635

79.16

4.  To re-elect Penny Hughes as a Director.

132,075,533

96.74

4,446,726

3.26

7,478,247

76.74

5.  To re-elect John Treharne as a Director.

143,088,240

99.37

912,266

0.63

0

80.95

6.  To re-elect Richard Darwin as a Director.

143,112,231

99.38

888,275

0.62

0

80.95

7.  To re-elect David Kelly as a Director.

137,246,441

95.31

6,754,065

4.69

0

80.95

8.  To re-elect Emma Woods as a Director.

131,959,415

91.64

12,041,091

8.36

0

80.95

9.  To re-elect Mark George as a Director.

143,710,129

99.80

289,920

0.20

457

80.95

10.  To elect Wais Shaifta as a Director.

141,759,882

99.48

740,624

0.52

1,500,000

80.11

11.  To elect Rio Ferdinand as a Director.

134,280,228

93.25

9,719,379

6.75

899

80.95

12.  To elect Ann-Marie Murphy as a Director.

143,734,802

99.82

265,704

0.18

0

80.95

13.  To re-appoint Ernst & Young LLP as auditors of the Company.

142,499,731

98.96

1,500,775

1.04

0

80.95

14.  To authorise the Audit and Risk Committee to determine the auditors' remuneration.

144,000,131

100.00

375

0.00

0

80.95

15.  To authorise the Company to make political donations and incur political expenditure.

134,836,578

93.64

9,163,928

6.36

0

80.95

16.  To authorise the Directors to allot ordinary shares.

143,484,455

99.64

516,051

0.36

0

80.95

17.  To disapply statutory pre-emption rights.*

141,825,758

98.49

2,174,748

1.51

0

80.95

18.  To disapply statutory pre-emption rights solely in relation to acquisitions and specified capital investments.*

140,301,842

97.43

3,698,664

2.57

0

80.95

19.  To authorise the Company to purchase its own ordinary shares.*

142,490,013

98.96

1,500,375

1.04

10,118

80.94

20.  To authorise the Directors to hold general meetings on not less than 14 clear days' notice.*

140,659,074

97.68

3,341,432

2.32

0

80.95

 

 

 

 

NOTES:

 


1.

All resolutions were passed.

 

2.

Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.

 

3.

Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.

 

4.

A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution nor in the calculation of the proportion of "Total issued share capital instructed" for any resolution.

 

5.

The number of shares in issue at 6:00 p.m. on 10 May 2022 was 177,891,961 (the "Share Capital") and at that time, the Company did not hold any Ordinary shares in treasury. The Company holds 48,050 non-voting Deferred Ordinary share of £1 each in treasury.

 

6.

The proportion of "Total issued share capital instructed" for any resolution is the total of votes validly cast for that resolution (i.e. the total votes "For" and "Against" that resolution) expressed as a percentage of the Share Capital.

 

7.

The full text of the resolutions passed at the AGM can be found in the Notice of Annual General Meeting which is available on the Company's website at www.tggplc.com.

 

8.

A copy of resolutions 14-18 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .  

 

9.

The complete poll results will be available shortly on the Company's website at www.tggplc.com.

 

Statement regarding voting result

The Board notes that although there was significant support for all of the resolutions, resolution 3 which passed with approximately 72.87% support, received a vote for of under 80%. The Board welcomes shareholder views and feedback on all aspects of the Annual Report and Accounts, including the subject of remuneration. We believe that the set of circumstances which arose in 2021 are unlikely to re-occur.

 

We are grateful for the strong shareholder support shown for our forward-looking remuneration policy which may now be applied for the next 3 years (passed at 96.61%). 

 

For further information, please contact:

 

The Gym Group:

Richard Darwin, CEO

Mark George, CFO

 

via Tulchan Communications

Tulchan Communications:

James Macey White

Elizabeth Snow

Laura Marshall

 

+44 (0) 207 353 4200

 

ENDS

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