Last checked at 13 May 2020 17:30
Foxtons Group plc
(the "Company")
13 May 2020
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held earlier today all the resolutions set out in the Notice of Annual General Meeting 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. | 276,815,154 | 100.00% | 0 | 0.00% | 518,747 | 276,815,154 | |
2. To approve the Directors' Remuneration Policy. | 217,451,038 | 78.41% | 59,873,876 | 21.59% | 8,986 | 277,324,914 | |
3. To approve the annual statement from the Remuneration Committee Chairman and the Annual Report on Remuneration. | 275,286,935 | 99.27% | 2,038,238 | 0.73% | 8,728 | 277,325,173 | |
4. To elect Patrick Franco as a Director. | 277,322,854 | 99.99% | 2,319 | 0.01% | 8,728 | 277,325,173 | |
5. To elect Alan Giles as a Director. | 277,321,854 | 99.99% | 3,339 | 0.01% | 8,728 | 277,333,921 | |
6. To elect Richard Harris as a Director | 277,322,854 | 99.99% | 2,319 | 0.01% | 8,728 | 277,325,173 | |
7. To elect Rosie Shapland as a Director. | 277,321,854 | 99.99% | 3,319 | 0.01% | 8,728 | 277,325,173 | |
8. To re-elect Ian Barlow as a Director | 274,298,738 | 98.91% | 3,026,435 | 1.09% | 8,728 | 277,325,173 | |
9. To re-elect Nicholas Budden as a Director. | 277,323,498 | 99.99% | 1,675 | 0.01% | 8,728 | 277,325,173 | |
10. To re-elect Sheena MacKay as a Director. | 274,298,738 | 98.91% | 3,026,435 | 1.09% | 8,728 | 277,325,173 | |
11. To appoint BDO LLP as auditors of the Company. | 277,324,529 | 99.99% | 644 | 0.01% | 8,728 | 277,325,173 | |
12. To authorise the Audit Committee to determine the remuneration of the Company's auditors. | 277,324,107 | 99.99% | 1,066 | 0.01% | 8,728 | 277,325,173 | |
13. To authorise the Company to make political donations. | 274,703,863 | 99.05% | 2,630,038 | 0.95% | 0 | 277,333,901 | |
14. To approve the Foxtons Group plc 2020 Bonus Banking Plan | 274,294,416 | 98.91% | 3,029,082 | 1.09% | 10,403 | 277,328,498 | |
15.To approve the Foxtons Group plc 2020 Restricted Share Plan | 242,839,095 | 87.57% | 34,484,402 | 12.43% | 10,403 | 277,323,497 | |
16. To authorise the Directors to allot ordinary shares. | 257,878,336 | 92.98% | 19,455,565 | 7.02% | 0 | 277,333,901 | |
17. To disapply pre-emption rights.* | 253,167,170 | 91.29% | 24,166,731 | 8.71% | 0 | 277,333,901 | |
18. To authorise the Company to purchase its own ordinary shares.* | 277,321,432 | 99.99% | 12,469 | 0.01% | 0 | 277,333,901 | |
19. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.* | 276,377,764 | 99.66% | 947,409 | 0.34% | 8,728 | 277,325,173 | |
*Special Resolution
The Board is pleased that all Resolutions were passed and would like to thank our shareholders for their continued support. While the Board is satisfied with the level of support achieved for Resolution 2 (to approve the Directors' Remuneration Policy), which was passed with a substantial majority of 78.41%, it is acknowledged that a number of shareholders voted against the proposal.
As explained in the Company's Annual Report for the year ending 31 December 2019, in preparing the 2020 Directors' Remuneration Policy, the Remuneration Committee carried out an extensive shareholder consultation exercise with its largest shareholders and their representative bodies, the results of which are explained fully in the 2019 Annual Report. The Committee was pleased that the majority of our largest shareholders were supportive of our original proposals, with some changes made to the final Policy to reflect shareholder feedback. The Board believes that as a result of this consultation exercise it has a good understanding of the reasons why some shareholders were not supportive of the Policy, the main reasons for which are explained fully in the 2019 Annual Report and are summarised below:
· Unconventional incentive structure, in particular the use of Restricted Shares
· Quantum of award under the Restricted Share Plan
· Discretionary nature of the underpins on incentives
The Committee believes that a vote of 78.41% in favour is a satisfactory outcome in the circumstances and that the proposed Policy is the best structure to provide strong alignment with shareholders' interests in a highly cyclical business such as Foxtons. We therefore do not intend to make any changes to the Policy. However, in line with the provisions of the UK Corporate Governance Code, the Remuneration Committee will seek to engage with those shareholders who did not support the Policy to confirm its understanding of the reasons for their voting. The Remuneration Committee will provide an update on this process within six months.
NOTES:
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1. | All resolutions were passed.
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2. | Proxy appointments which gave discretion to the Chairman of the AGM have been included in the "For" total for the appropriate resolution.
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3. | Votes "For" and "Against" any resolution are expressed as a percentage of votes validly cast for that resolution.
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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.
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5. | The number of shares in issue at close of business on 11 May 2020 was 330,097,758 (the "Share Capital") and at that time, the Company did not hold any shares in treasury.
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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).
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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.foxtonsgroup.co.uk.
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8. | A copy of resolutions 16 to 19 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
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9. | The complete poll results will be available shortly on the Company's website at www.foxtonsgroup.co.uk
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For further information please contact: | |||
Foxtons Group plc | |||
Christopher Hough, Company Secretary | +44 20 7893 6322 investor@foxtonsgroup.co.uk | ||
Teneo | |||
Robert Morgan / Anthony Di Natale | +44 7557 413 275 | ||