24 Jan 2019 12:24
24 January 2019
ITE Group plc (the 'Company')
Announcement of Results of Annual General Meeting
The Annual General Meeting of ITE Group plc was held at 9am on Thursday 24 January 2019.
All resolutions were passed on a show of hands at the meeting.
The results of the proxy votes received in advance of the meeting are reported below:
Resolution | For* | Against | Votes Withheld** |
1. Receive the Report and Accounts for 2018 | 635,544,792 | 58,855 | 346,952 |
2. Declaration of final dividend | 635,949,583 | 1,016 | 0 |
3. Election of Richard Last as a Director | 479,447,410 | 154,312,790 | 2,190,399 |
4. Re-election of Sharon Baylay as a Director | 575,214,689 | 60,735,910 | 0 |
5. Re-election of Andrew Beach as a Director | 633,293,411 | 2,657,188 | 0 |
6. Re-election of Stephen Puckett as a Director | 609,923,857 | 26,026,742 | 0 |
7. Re-election of Mark Shashoua as a Director | 633,371,496 | 2,579,103 | 0 |
8. Re-appointment of Deloitte as auditors of the company | 613,267,260 | 22,683,339 | 0 |
9. Authorise the Directors to determine the auditors' remuneration. | 635,853,736 | 96,863 | 0 |
10. Approve the Directors' Remuneration Policy | 404,779,176 | 231,169,758 | 1,665 |
11. Approve the Directors' Remuneration Report | 605,799,287 | 30,151,312 | 0 |
12. Approve the amended ITE Group Plc Employees Performance Share Plan 2014 | 405,611,298 | 230,339,301 | 0 |
13. To authorise the Directors to allot relevant securities | 612,101,029 | 23,849,570 | 0 |
14. To disapply pre-emption rights in certain circumstances | 635,922,464 | 28,135 | 0 |
15. To disapply pre-emption rights in respect of an allotment of equity securities in connection with an acquisition or specified capital investment. | 543,429,132 | 92,521,467 | 0 |
16. Renew the Company's authority to make market purchase of its own shares | 635,739,676 | 114,060 | 96,863 |
17. Authorise General Meetings (other than AGMs) on not less than 14 clears days' notice. | 530,317,791 | 105,632,808 | 0 |
* Includes those votes giving the Chairman discretion
** A 'vote withheld' is not a vote in law and is not counted towards the votes cast 'for' or 'against' a resolution.
The Company's issued share capital at 22 January 2019 was 741,618,456 ordinary shares.
Proxies appointing the Chairman of the meeting were received from shareholders of 635,950,599 shares representing 85.75% of the issued share capital.
A copy of the resolutions passed as special business at the AGM has been submitted to the National Storage Mechanism and will shortly be available to inspection at www.morningstar.co.uk
The Board recognises that a minority of shareholders voted against the election of Richard Last, and understands that some investors hold the view that Richard serves on too many company boards. The Board is of the unanimous view that Richard is able to devote the necessary time to ITE notwithstanding his other commitments. Since joining the Board in 2018, Richard has provided an exceptional level of commitment to his role during a period of considerable change for the Company and this has included significant engagement with shareholders. He has attended all Board and relevant Committee meetings since his appointment and has been available at all times for ITE business. Richard will continue to review and manage his commitments to ensure that he is able to continue to make the appropriate level of commitment to his role as Chairman of ITE.
The Board also notes that a minority of shareholders voted against the resolutions to approve the remuneration policy and to amend the Performance Share Plan. The Board understands that some investors did not support these resolutions in the light of concerns regarding the size of the proposed PSP award to be granted to the Executive Directors in 2019. The Remuneration Committee undertook an extensive consultation exercise with major shareholders and proxy voting agencies on the terms of the PSP proposal and believes that the award is an appropriate incentive for the management team for the next three-year period and that the policy is aligned with shareholders interests. Full vesting of the award will depend upon the satisfaction of exceptionally challenging performance conditions and the achievement of a minimum share price underpin, delivering value to shareholders.
The Board appreciates the feedback it has received to date on the above matters, and looks forward to continuing to engage in a dialogue with our shareholders.
For further information please contact:
ITE Group plc Melissa McVeigh, Director of Communications
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+44 (0)20 7596 5000
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FTI Consulting Charles Palmer / Harry Staight
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+44 (0)20 3727 1000
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About ITE Group plc
ITE Group plc was founded in 1991 and is now one of the world's leading organisers of international exhibitions and conferences.
ITE Group's strategic vision is to create the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and ROI for our customers. In May 2017 the Group launched its Transformation & Growth (TAG) programme, which is designed to transform the Company from a geographic-led business to a product-led business that focuses on market-leading events, wherever they are in the world. ITE strives to run the best shows and offer the best service to its customers throughout the world regardless of location. By putting exhibitors and visitors at the heart of everything we do, we plan to drive sustainable growth for our shareholders.
ITE Group is a public limited company and has been listed on the main market of the London Stock Exchange since 1998.