Result of AGM

Released : 08.06.2017 18:11

RNS Number : 6026H
PageGroup plc
08 June 2017
 

Date:  8 June 2017

PageGroup plc

Results of AGM

All resolutions proposed at the Annual General Meeting of PageGroup held on 8 June 2017 were passed by shareholders. The poll voting results were as follows:-

Resolution

Votes For

Votes Against

Votes Withheld

Total Votes cast (excluding Withheld)

No of shares

% of shares voted

No of shares

% of shares voted

No of shares


1     Directors' Report and Accounts

243,950,219

99.54%

1,116,367

0.46%

1,605,403

245,066,586

2     Directors' Remuneration Report (other than the Remuneration Policy)

239,274,272

97.00%

7,397,717

3.00%

0

246,671,989

3     Directors' Remuneration Policy

163,167,784

66.18%

83,370,082

33.82%

134,123

246,537,866

4     Approval of the Final Dividend

246,671,989

100.00%

0

0.00%

0

246,671,989

5     Re-elect David Lowden

245,837,642

99.66%

834,347

0.34%

0

246,671,989

6     Re-elect Simon Boddie

246,065,747

99.75%

606,242

0.25%

0

246,671,989

7     Re-elect Patrick De Smedt

242,608,760

98.35%

4,063,229

1.65%

0

246,671,989

8     Re-elect Danuta Gray

242,698,950

98.39%

3,973,039

1.61%

0

246,671,989

9     Re-elect Steve Ingham

246,241,338

99.83%

430,651

0.17%

0

246,671,989

10 Re-elect Kelvin Stagg

240,260,142

97.40%

6,411,847

2.60%

0

246,671,989

11 Elect Michelle Healy

246,305,831

99.85%

366,158

0.15%

0

246,671,989

12 Reappoint Ernst & Young LLP

240,679,463

99.24%

1,833,504

0.76%

4,159,022

242,512,967

13 Auditor's Remuneration

244,790,039

99.24%

1,881,950

0.76%

0

246,671,989

14 Authority to Allot Shares

225,876,254

91.62%

20,661,612

8.38%

134,123

246,537,866

15 Political Donations and Expenditure

246,479,465

99.97%

84,205

0.03%

108,319

246,563,670

16 Disapplication of Pre-emption Rights

243,616,001

98.81%

2,921,865

1.19%

134,123

246,537,866

17 Power to Buy Back Shares in the Market

242,829,644

98.55%

3,563,285

1.45%

279,060

246,392,929

18 Notice of General Meetings

237,682,906

96.36%

8,989,083

3.64%

0

246,671,989

19 Approval of the Rules of the  Executive Single Incentive Plan

170,579,801

69.22%

75,868,065

30.78%

134,123

246,447,866

 

 







Resolutions 16, 17 and 18 were proposed as Special Resolutions.

The votes withheld are not a vote in law and not counted in the calculation of votes 'for' or 'against' a resolution.

The total number of shares in issue as at 8 June 2017 is 326,587,784.

The Board notes that whilst Resolution 3 (approval of the Directors' Remuneration Policy) and Resolution 19 (approval of the Rules of the Executive Single Incentive Plan ("ESIP")) were passed with the requisite majority, there were a significant number of votes cast against both resolutions. PageGroup engaged extensively with its major shareholders, as well as ISS and The Investment Association, to understand their views on the proposed Remuneration Policy and the ESIP. As part of that consultation process we took account of our shareholders' feedback and made modifications to the proposed ESIP, which forms the central part of the new Remuneration Policy.

We thank those shareholders who voted in favour of the resolutions and those who have already explained their reasons for not supporting the resolutions. The Board feels strongly that the Remuneration Policy is an important part of its strategy and will help drive performance at PageGroup through clear, simple and transparent executive remuneration, linked to strategic, financial and non-financial targets. It was disappointed with the level of the vote, especially following the constructive and generally supportive consultation process. The Company acknowledges this outcome and will continue its dialogue with shareholders.

Special Business

The Resolutions set out below were duly passed as special business:

Resolution 14 - Authority to Allot Shares

THAT the Directors be and they are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company ('Rights') up to an aggregate nominal amount of £1,086,676.51, provided that this authority shall expire at the conclusion of the next Annual General Meeting of the Company or, if earlier, on 8 September 2018, save that the Company shall be entitled to make offers or agreements before the expiry of such authority which would or might require shares to be allotted or Rights to be granted after such expiry and the Directors shall be entitled to allot shares and grant Rights pursuant to any such offer or agreement as if this authority had not expired; and all unexercised authorities previously granted to the Directors to allot shares and grant Rights be and are hereby revoked.

Resolution 15 - Donations to Political Organisations and Political Expenditure

THAT in accordance with sections 366 and 367 of the Companies Act 2006 (the 'Act') the Company, and all companies that are subsidiaries of the Company at the date on which this Resolution 15 is passed or during the period when this Resolution 15 has effect, be generally and unconditionally authorised to:

(a)   make political donations to political parties (or independent election candidates) as defined in the Act, not exceeding £25,000 in total;

(b)   make political donations to political organisations other than political parties, as defined in the Act, not exceeding £25,000 in total; and

(c)   incur political expenditure, as defined in the Act, not exceeding £25,000 in total;

 

during the period commencing on the date of passing this Resolution 15 and shall expire at the conclusion of the next Annual General Meeting of the Company, or if earlier, on 8 September 2018  provided that the authorised sum referred to in paragraphs (a), (b) and (c) above, may be comprised of one or more amounts in different currencies which, for the purposes of calculating the said sum, shall be converted into Pounds Sterling at the exchange rate published in the London edition of the Financial Times on the date on which the relevant donation is made or expenditure incurred (or the first business day thereafter) or, if earlier, on the day on which the Company enters into any contract or undertaking in relation to the same provided that, in any event, the aggregate amount of political donations and political expenditure made or incurred by the Company and its subsidiaries pursuant to this Resolution 15 shall not exceed £75,000.

Resolution 16 - Disapplication of Pre-emption Rights

THAT the Directors be and they are hereby empowered pursuant to sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot equity securities (within the meaning of section 560 of the Act) for cash either pursuant to the authority conferred by Resolution 14 above or by way of a sale of treasury shares as if section 561(1) of the Act did not apply to any such allotment provided that this power shall be limited to:

(a)      the allotment of equity securities in connection with an offer of securities in favour of the holders of ordinary shares on the register of members at such record date as the Directors may determine where the equity securities respectively attributable to the interests of the ordinary shareholders are proportionate (as nearly as may be practicable) to the respective numbers of ordinary shares held or deemed to be held by them on any such record date, subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with treasury shares, fractional entitlements or legal or practical problems arising under the laws of any overseas territory or the requirements of any regulatory body or stock exchange or by virtue of shares being represented by depositary receipts or any other matter; and

 

(b)      the allotment (otherwise than pursuant to sub-paragraph (a) of this Resolution 16) to any person or persons of equity securities up to an aggregate nominal amount of £163,001.47,

and shall expire upon the expiry of the general authority conferred by Resolution 14 above, save that the Company shall be entitled to make offers or agreements before the expiry of such power which would or might require equity securities to be allotted after such expiry and the Directors shall be entitled to allot equity securities pursuant to any such offer or agreement as if the power conferred hereby had not expired.

 

Resolution 17 - Power to Buy Back Shares in the Market

THAT the Company be generally and unconditionally authorised to make market purchases (within the meaning of section 693(4) of the Companies Act 2006 (the 'Act')) of ordinary shares of 1p each of the Company on such terms and in such manner as the Directors may from time to time determine, provided that:

(a)      the maximum number of ordinary shares hereby authorised to be acquired is 32,600,295 representing 10% of the issued ordinary share capital of the Company as at 7 April 2017;

(b)      the minimum price which may be paid for each ordinary share is 1p;

(c)      the maximum price which may be paid for any such ordinary share is an amount equal to 105% of the average of the middle market quotations for an ordinary share in the Company as derived from The London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such share is contracted to be purchased;

(d)      the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting or 8 September 2018 whichever is earlier unless previously renewed, varied or revoked by the Company in general meeting; and

 (e)     the Company may make a contract to purchase its ordinary shares under the authority hereby conferred prior to the expiry of such authority, which contract will or may be executed wholly or partly after the expiry of such authority, and may purchase its ordinary shares in pursuance of any such contract.

 

Resolution 18 - Notice of General Meetings

THAT a general meeting, other than an annual general meeting, may be called on not less than 14 business days' notice.

 

Resolution 19 - Executive Single Incentive Plan

THAT

(a)      the rules of the Executive Single Incentive Plan (the 'Plan'), in the form produced to the Meeting and initialled by the Chairman for the purpose of identification, be and are hereby approved; and

(b)      the Directors of the Company be and are hereby authorised to establish further plans based on the Plan for the benefit of directors and employees of the Company and/or its subsidiaries who are located outside the United Kingdom, with such modifications as may be necessary or desirable in order to take account of local tax, exchange control or securities laws as they consider appropriate provided that any ordinary shares made available under such plans shall be treated as counting against any individual or overall limits contained in the Plan.

 

 

In accordance with Listing Rule 9.6.2 copies of the resolutions, other than those relating to ordinary business, will be submitted to the National Storage Mechanism and will be available shortly for inspection at www.morningstar.co.uk/uk/NSM 

Enquiries:

Elaine Marriner, Company Secretary                          01932 264148

 


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