Results of 2023 AGM
Result of AGM
Restaurant Group PLC
23 May 2023
The Restaurant Group plc (the "Company")
Results of 2023 AGM
The Annual General Meeting of The Restaurant Group plc was held on 23 May 2023.
Voting was conducted by way of a poll and all resolutions put to the Annual General Meeting were passed with the requisite majorities. Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions (Resolution 3 is a non-binding ordinary resolution) and resolutions 16 to 19 (inclusive) were passed as special resolutions. The number of votes for and against each of the resolutions and the number of votes withheld were as follows:
|
Resolutions |
Votes For |
% |
Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
1. Report and Accounts 2022
|
605,153,668 |
99.99 |
44,655 |
0.01 |
605,198,323 |
2,262,276 |
|
2. Directors' Remuneration Policy |
392,995,530 |
65.06 |
211,075,291 |
34.94 |
604,070,821 |
3,389,788 |
|
3. Directors' Remuneration Report 2022 |
318,006,532 |
54.46 |
265,971,807 |
45.54 |
583,978,339 |
23,482,260 |
|
4. Deferred Share Bonus Plan Rules |
583,575,467 |
96.07 |
23,861,929 |
3.93 |
607,437,396 |
23,203 |
|
5. Save As You Earn Scheme Rules |
605,864,001 |
99.74 |
1,584,894 |
0.26 |
607,448,895 |
11,704 |
|
6. Re-elect Ken Hanna as a Director |
466,166,586 |
76.94 |
139,752,065 |
23.06 |
605,918,651 |
1,541,948 |
|
7. Re-elect Andy Hornby as a Director |
511,288,602 |
84.18 |
96,076,703 |
15.82 |
607,365,305 |
95,294 |
|
8. Re-elect Kirk Davis as a Director |
605,664,634 |
99.74 |
1,554,819 |
0.26 |
607,219,453 |
241,146 |
|
9. Re-elect Graham Clemett as a Director |
599,182,785 |
98.68 |
8,023,789 |
1.32 |
607,206,574 |
254,025 |
|
10. Re-elect Zoe Morgan as a Director |
458,511,554 |
75.68 |
147,366,269 |
24.32 |
605,877,823 |
1,582,776 |
|
11. Re-elect Alex Gersh as a Director |
603,259,702 |
99.35 |
3,948,631 |
0.65 |
607,208,333 |
252,266 |
|
12. Re-appoint Loraine Woodhouse as a Director |
605,609,512 |
99.74 |
1,597,913 |
0.26 |
607,207,425 |
253,174 |
|
13. Re-appoint the Auditor
|
604,798,246 |
99.72 |
1,696,414 |
0.28 |
606,494,660 |
965,939 |
|
14. Determine the Auditor's remuneration |
606,046,609 |
99.95 |
325,223 |
0.05 |
606,371,832 |
1,088,767 |
|
15. Authority to allot shares
|
605,464,461 |
99.82 |
1,075,894 |
0.18 |
606,540,355 |
920,244 |
|
16. Waiver of pre-emption rights (general) |
605,604,873 |
99.85 |
898,597 |
0.15 |
606,503,470 |
957,129 |
|
17. Waiver of pre-emption rights (additional) |
604,268,451 |
99.65 |
2,094,034 |
0.35 |
606,362,485 |
1,098,114 |
|
18. Authority to purchase own shares |
605,761,454 |
99.73 |
1,661,785 |
0.27 |
607,423,239 |
37,360 |
|
19. Notice of General Meetings
|
603,855,458 |
99.41 |
3,574,986 |
0.59 |
607,430,444 |
30,155 |
Notes:
1) The total number of shares in issue at 23 May 2023 was 765,062,398.
2) Where shareholders appointed the Chair of the meeting as their proxy with discretion as to voting, those votes have been cast in favour of the resolutions and are included in the total of those votes for.
3) Certified copies of resolutions 15 to 19 have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
4) A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
Ordinary resolutions 2 and 3 (Directors' Remuneration Policy and Directors' Remuneration Report)
The Board notes that all resolutions were duly approved today. The Remuneration Policy will now be implemented by the Remuneration Committee for 2023. It is, however, noted that a significant minority did not support certain of the substantive remuneration resolutions. In particular, resolutions 2 and 3 received votes in favour of 65.06% and 54.46% respectively.
Last year, the Remuneration Committee reviewed the operation and impact of the previous Remuneration Policy and actively engaged with approximately 60% of the share register (by number of shares). Since that consultation was concluded last November, there has been a material change in the share register, with notably Oasis building up a holding of 12.3% and indicating that it would not support the policy. Nonetheless, our largest shareholder, Columbia Threadneedle, and our third-largest shareholder, Royal London, with a combined holding of around 23%, have confirmed their continuing support for the policy.
During April and May, further consultation with over 70% of our shareholders (by number of shares) occurred and all the feedback received is being reviewed and discussed extensively at Remuneration Committee meetings.
As set out in the Directors' Remuneration Report, the Remuneration Committee intends to keep the Remuneration Policy under active review to ensure it remains appropriate to the group's evolution and aligned to stakeholder interests and will provide an update on that review within the statutory six-month timescale. In particular, it will re-engage with our largest shareholders over the coming months as to whether the Restricted Share Plan should be replaced by some other form of long-term incentive plan in line with the preferences of some shareholders.
Ordinary resolutions 6 and 10 (Re-election of Ken Hanna and Zoe Morgan)
Whilst Resolutions 6 and 10 were passed with a clear majority, the Board recognises that there was also a significant vote against these resolutions, with Resolution 6 passing by 76.94% and Resolution 10 by 75.68%. The Board believes that a clear majority of shareholders support the current Board and management team as they focus on delivering for the Group, but it will continue to engage and consult with shareholders, including those who voted against these resolutions. In accordance with the UK Corporate Governance Code, an update on the views received from shareholders and details of any actions taken by the Company will be published within the required six-months. A final summary will also be published in the 2023 Annual Report and Accounts.
A copy of this announcement confirming the voting figures will be displayed shortly on the Company's website at www.trgplc.com.
For further details please contact:
|
MHP Communications (Financial PR adviser) Oliver Hughes Simon Hockridge |
Tel: +44(0) 20 3128 8742
|
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