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15 Jun 2022 16:39
Foxtons Group plc
(the "Company" or "Foxtons")
Annual General Meeting ("AGM") Results
15 June 2022
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. | 215,035,343 | 99.99 | 11,872 | 0.01 | 563,874 | 215,047,215 |
2. To declare a final dividend of 0.27 pence per ordinary share in respect of the financial year ended 31 December 2021. | 215,597,217 | 99.99 | 12,372 | 0.01 | 1,500 | 215,609,589 |
3. To approve the Annual Statement from the Remuneration Committee Chairman and the Annual Report on Remuneration. | 177,291,386 | 84.19 | 33,305,883 | 15.81 | 5,013,820 | 210,597,269 |
4. To elect Nigel Rich as a Director. | 215,314,578 | 99.88 | 256,999 | 0.12 | 39,512 | 215,571,577 |
5. | RESOLUTION WITHDRAWN
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6. To re-elect Alan Giles as a Director. | 122,724,464 | 56.93 | 92,852,445 | 43.07 | 34,180 | 215,576,909 |
7. To elect Christopher Hough as a Director. | 157,351,385 | 84.98 | 27,804,496 | 15.02 | 30,455,208 | 185,155,881 |
8. To re-elect Sheena Mackay as a Director. | 123,506,036 | 57.29 | 92,074,373 | 42.71 | 30,680 | 215,580,409 |
9. To elect Peter Rollings as a Director. | 215,335,787 | 99.89 | 234,290 | 0.11 | 41,012 | 215,570,077 |
10. To re-elect Rosie Shapland as a Director. | 156,173,242 | 72.44 | 59,407,167 | 27.56 | 30,680 | 215,580,409 |
11. To re-appoint BDO LLP as auditors of the Company. | 215,567,675 | 99.98 | 39,414 | 0.02 | 4,000 | 215,607,089 |
12. To authorise the Audit Committee to determine the remuneration of the Company's auditors. | 215,575,748 | 99.99 | 28,841 | 0.01 | 6,500 | 215,604,589 |
13. To authorise the Company to make political donations. | 190,594,518 | 89.86 | 21,504,029 | 10.14 | 3,512,542 | 212,098,547 |
14. To authorise the Directors to allot ordinary shares. | 187,848,105 | 88.57 | 24,236,098 | 11.43 | 3,526,886 | 212,084,203 |
15. To authorise the disapplication of pre-emption rights.* | 187,723,737 | 88.51 | 24,358,966 | 11.49 | 3,528,386 | 212,082,703 |
16. To authorise the additional disapplication of pre-emption rights.* | 203,621,024 | 96.01 | 8,463,179 | 3.99 | 3,526,886 | 212,084,203 |
17. To authorise the Company to purchase its own ordinary shares.* | 215,324,746 | 99.88 | 260,179 | 0.12 | 26,164 | 215,584,925 |
18. To authorise the Directors to hold general meetings on not less than 14 clear days' notice.* | 214,391,969 | 99.44 | 1,206,760 | 0.56 | 12,360 | 215,598,729 |
*Special Resolution
The Chairman of the Board, Nigel Rich, has been leading a reset of the Company since his appointment on 1 October 2021. The reset is ongoing, and progress to date includes: the replacement of the CEO and appointment of Guy Gittins as CEO (effective September 2022); accelerating revenue growth by investing in sales negotiators and mortgage advisers; cost management through initiatives such as streamlining the executive Board; increasing the proportion of remuneration paid in shares to increase alignment to shareholders; reducing Chairman and executive base pay; appointing a new non-executive director with significant industry experience; and appointing new advisors.
The Board has been pleased with shareholders reaction to these initiatives, however, the Board notes the level of votes against resolutions 6, 8 and 10: the re-elections of Alan Giles, Sheena Mackay and Rosie Shapland as Directors. The Board takes the views of all of its shareholders seriously and accordingly, following the AGM the Chairman intends to engage further with shareholders on the above resolutions, as well as the ongoing reset of Foxtons. An update will be provided in due course.
NOTES:
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1. | All resolutions proposed to shareholders 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 13 June 2022 was 330,097,758 (the "Share Capital") and at that time, the Company held 12,779,532 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 14 to 18 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism.
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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 | ||
Link Company Matters Limited, Company Secretary | Foxtons@linkgroup.co.uk | |
TB Cardew |
Foxtons@tbcardew.com | |
Ed Orlebar / Tom Allison | +44 7738 724 630/ +44 7789 998 020 | |
Deborah Goodier | +44 7827 868 860 |
About Foxtons
Foxtons is London's leading estate agent with the most recognised brand. Founded in 1981, Foxtons operates from a network of interconnected branches, offering a range of residential related services across three revenue streams: lettings, sales and financial services.
Foxtons is confident it can deliver significant shareholder value by delivering against core strategic objectives:
· Driving organic revenue growth through market share growth, developing new revenue channels and enhancing cross-sell capabilities;
· Identifying, acquiring, and integrating high quality lettings portfolios; and
· Achieving profit growth by increasing staff productivity and continuing to streamline infrastructure and management.
To find out more, please visit www.foxtonsgroup.co.uk.
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