Last checked at 10 Feb 2021 15:56
Future plc
10 February 2021
FUTURE PLC
Result of Annual General Meeting
The Board is pleased to note that all resolutions passed with the requisite majority of votes. Having consulted extensively with shareholders in recent months, the Board is pleased that Resolutions 3 and 18 passed with a majority of votes, but acknowledges that a proportion of shareholders voted against these Resolutions and their reasons for doing so.
The Remuneration Policy and Value Creation Plan reflect the constructive feedback we have received from shareholders during the consultation process, and recognise the key role that all Future's colleagues play in delivering our ambitious strategy. The Value Creation Plan is directly aligned to shareholder interests by incentivising and rewarding exceptional performance and the sustained delivery of further significant increases in shareholder value creation over the next 3-5 years. The Plan also reflects Future's culture, with participation extending throughout the Company, and the majority of the potential award being shared amongst the wider workforce.
Noting the outcome of Resolution 4, to approve the Directors' Remuneration Report, the Board acknowledges the feedback provided by shareholders on the salary increase awarded to the CEO. As set out in the Remuneration Report, the Company has continued to perform exceptionally, and grow in scale and complexity, since the last review of CEO salary in 2018. The Remuneration Committee concluded that an adjustment for 2021 was appropriate in this wider context (with no further increase to be awarded for at least two years).
The Board is grateful for the time and feedback provided by shareholders on these matters, and will continue to engage with shareholders. In accordance with the UK Corporate Governance Code, the Company will publish an update on ongoing engagement within six months of the AGM.
Resolutions 1 to 18 (inclusive) were passed as ordinary resolutions, resolutions 19 to 22 were passed as special resolutions.
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 | 86,935,018 | 99.98% | 15,884 | 0.02% | 86,950,902 | 88.71% | 65,140 |
2 | 87,010,919 | 99.99% | 5,107 | 0.01% | 87,016,026 | 88.78% | 17 |
3 | 53,001,306 | 64.24% | 29,503,129 | 35.76% | 82,504,435 | 84.18% | 4,511,607 |
4 | 59,841,021 | 72.53% | 22,663,448 | 27.47% | 82,504,469 | 84.18% | 4,511,573 |
5 | 78,233,779 | 96.68% | 2,683,374 | 3.32% | 80,917,153 | 82.56% | 6,098,889 |
6 | 81,612,267 | 93.79% | 5,403,622 | 6.21% | 87,015,889 | 88.78% | 153 |
7 | 86,845,633 | 99.81% | 169,553 | 0.19% | 87,015,186 | 88.78% | 857 |
8 | 86,542,952 | 99.46% | 471,909 | 0.54% | 87,014,861 | 88.78% | 1,182 |
9 | 84,282,924 | 96.86% | 2,731,858 | 3.14% | 87,014,782 | 88.78% | 1,261 |
10 | 78,174,670 | 89.84% | 8,841,236 | 10.16% | 87,015,906 | 88.78% | 136 |
11 | 84,100,010 | 96.65% | 2,915,627 | 3.35% | 87,015,637 | 88.78% | 406 |
12 | 86,586,846 | 99.51% | 429,061 | 0.49% | 87,015,907 | 88.78% | 136 |
13 | 85,305,793 | 98.04% | 1,707,555 | 1.96% | 87,013,348 | 88.78% | 2,695 |
14 | 85,626,004 | 98.42% | 1,375,286 | 1.58% | 87,001,290 | 88.76% | 14,753 |
15 | 84,857,811 | 97.53% | 2,147,611 | 2.47% | 87,005,422 | 88.77% | 10,597 |
16 | 79,097,854 | 93.95% | 5,090,403 | 6.05% | 84,188,257 | 85.89% | 2,827,786 |
17 | 86,982,055 | 99.98% | 21,349 | 0.02% | 87,003,404 | 88.77% | 12,639 |
18 | 53,058,479 | 64.32% | 29,433,615 | 35.68% | 82,492,094 | 84.16% | 4,523,948 |
19 | 82,420,442 | 94.72% | 4,594,380 | 5.28% | 87,014,822 | 88.78% | 1,221 |
20 | 82,410,729 | 94.71% | 4,604,010 | 5.29% | 87,014,739 | 88.78% | 1,303 |
21 | 85,823,747 | 98.63% | 1,192,262 | 1.37% | 87,016,009 | 88.78% | 34 |
22 | 87,008,906 | 99.99% | 5,780 | 0.01% | 87,014,686 | 88.78% | 1,357 |
* Issued share capital
Notes:
1. As at the date of the AGM, the Company had 98,015,282 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 98,015,282.
2. The full text of the resolutions is set out in the notice of annual general meeting, which can be found on pages 164 to 173 of the 2020 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.
A copy of the resolutions passed at the Annual General Meeting have been submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2R.
The proxy voting information will shortly be available on the Company's website at www.futureplc.com/invest-in-future
Enquiries:
Future plc Anne Steele, Company Secretary Marion Le Bot, Head of Investor Relations | Tel: +44 (0)1225 442244 |
Media enquiries Stephen Malthouse / Rob Walkerfuture@headlandconsultancy.com | Tel: +44 (0) 203 805 4822 |