Last checked at 3 Feb 2022 13:36
3 February 2022
FUTURE PLC
Result of Annual General Meeting
The Board of Future plc would like to thank all shareholders for casting their votes at this year's AGM following a year of exceptional performance by the Company.
The Board notes that Resolutions 1,2 and 4-19 were passed with the requisite majority in favour. Resolution 3, the Approval of the Directors' Report on Remuneration, did not pass. As a result, the Board will initiate a new consultation process with shareholders regarding the matter.
The Board remains of the view that the all-employee Value Creation Plan, which was approved by shareholders at the 2021 AGM, incentivises and rewards the whole Future workforce and supports the long-term success of the business, and the continued creation of sustainable long-term shareholder value. The plan is directly aligned to shareholder interests and will only vest if the Company delivers exceptional performance.
The Board also acknowledges certain votes against Resolution 3 were based on the discretion exercised by the Remuneration Committee in respect of the leaving provisions of former CFO Rachel Addison. The Board believes that the leaving provisions were in the best interests of shareholders and that the value of downwards discretion applied significantly more than offset the value of upwards discretion.
Future has a longstanding policy of keeping remuneration under review and of constructive engagement to ensure it is aligned with the shareholder and employee experience.
The Board is grateful for the time and feedback provided by shareholders on these matters and will continue to engage constructively with shareholders in relation to them. In accordance with the UK Corporate Governance Code, the Company will publish an update on ongoing engagement within six months of the AGM.
The results of votes cast by proxy for each resolution were as follows:
Resolution | Votes for | % | Votes against | % | Total votes | % of ISC* voted | Votes withheld |
1 | 104,421,629 | 99.95 | 50,114 | 0.05 | 104,471,743 | 86.49 | 296,055 |
2 | 104,765,631 | 100.00 | 36 | 0.00 | 104,765,667 | 86.73 | 2,166 |
3 | 44,450,501 | 44.56 | 55,313,381 | 55.44 | 99,763,882 | 82.59 | 5,003,951 |
4 | 101,532,007 | 98.84 | 1,187,813 | 1.16 | 102,719,820 | 85.04 | 2,048,013 |
5 | 95,351,464 | 91.01 | 9,413,630 | 8.99 | 104,765,094 | 86.73 | 2,739 |
6 | 103,854,148 | 99.13 | 910,942 | 0.87 | 104,765,090 | 86.73 | 2,743 |
7 | 64,060,547 | 61.18 | 40,654,552 | 38.82 | 104,715,099 | 86.69 | 52,734 |
8 | 93,062,081 | 88.92 | 11,599,019 | 11.08 | 104,661,100 | 86.65 | 106,733 |
9 | 68,377,406 | 65.30 | 36,337,694 | 34.70 | 104,715,100 | 86.69 | 52,733 |
10 | 99,005,065 | 94.50 | 5,760,107 | 5.50 | 104,765,172 | 86.73 | 2,661 |
11 | 103,694,100 | 98.98 | 1,070,990 | 1.02 | 104,765,090 | 86.73 | 2,743 |
12 | 98,622,264 | 94.14 | 6,142,909 | 5.86 | 104,765,173 | 86.73 | 2,660 |
13 | 104,758,464 | 99.99 | 5,336 | 0.01 | 104,763,800 | 86.73 | 4,033 |
14 | 104,760,204 | 100.00 | 5,101 | 0.00 | 104,765,305 | 86.73 | 2,528 |
15 | 95,260,623 | 90.93 | 9,506,742 | 9.07 | 104,767,365 | 86.74 | 468 |
16 | 99,216,961 | 94.86 | 5,379,752 | 5.14 | 104,596,713 | 86.59 | 171,120 |
17 | 100,091,366 | 95.54 | 4,674,589 | 4.46 | 104,765,955 | 86.73 | 1,878 |
18 | 98,248,003 | 93.78 | 6,515,957 | 6.22 | 104,763,960 | 86.73 | 3,873 |
19 | 102,458,799 | 97.80 | 2,306,580 | 2.20 | 104,765,379 | 86.73 | 2,454 |
* Issued share capital
Notes:
1. As at the date of the AGM, the Company had 120,788,965 ordinary shares in issue. The Company did not hold any shares in treasury and therefore the number of total voting rights as at the date of the AGM was 120,788,965.
2. The full text of the resolutions is set out in the notice of annual general meeting, which can be found on pages 174 to 175 of the 2021 Annual Report.
3. Percentages are expressed as a proportion of the total votes cast.
4. A vote withheld is not a vote in law and is not included in the calculation of the votes "For" or "Against" the resolution.
5. Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.
Future plc Anne Steele, Company Secretary Marion Le Bot, Head of Investor Relations |
Tel: +44 (0)1225 442244 |
Media enquiries Stephen Malthouse / Rob Walker / Charlie Twiggfuture@headlandconsultancy.com |
Tel: +44 (0) 203 805 4822 |
Legal Entity Identifier (LEI): 213800K2581YRLEXV353
About Future
Future is a global platform business for specialist media with diversified revenue streams. Its content reaches 1 in 2 adults online in the UK and 1 in 3 in the US.
The Media division is high-growth with complementary revenue streams including eCommerce for products and services, events, and digital advertising (including advertising within newsletters and video). It operates in a number of sectors including technology, games & entertainment, music, home & gardens, sports, TV & film, real life, knowledge, wealth & savings, women's lifestyle and B2B. Its brands include TechRadar, PC Gamer, Tom's Guide, Android Central, Truly, The Week, Kiplinger, GoCompare, Digital Camera World, Homebuilding & Renovating Show, GamesRadar+, The Photography Show, Top Ten Reviews, Marie Claire, Live Science, Guitar World, MusicRadar, Space.com, What to Watch, Gardening Etc, Adventure and Tom's Hardware.
The Magazine division focuses on publishing specialist content, with a combined global circulation of over 3 million delivered through more than 131 magazines, and 735 bookazines published a year. The portfolio spans technology, knowledge, games & entertainment, sports, music, photography & design, homes & garden, country lifestyle, TV & film and B2B. Its titles include Country Life, Wallpaper*, Woman & Home, The Week, Classic Rock, Decanter, Guitar Player, FourFourTwo, Homebuilding & Renovating, Digital Camera, Guitarist, How It Works, Total Film, What Hi-Fi? and Music Week.