Last checked at 7 May 2020 14:58
INTERCONTINENTAL HOTELS GROUP PLC
Results of 2020 Annual General Meeting
The Annual General Meeting of InterContinental Hotels Group PLC was held on Thursday 7 May 2020.
All resolutions set out in the Notice of Meeting were duly passed by way of a poll. The number of votes for and against each of the resolutions put before the Annual General Meeting and the number of votes withheld were as follows:
RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | TOTAL VOTES | % of ISC | VOTES WITHHELD | ||||
1 | Report and Accounts 2019 | 148,239,046 | 100.00% | 3,707 | 0.00% | 148,242,753 | 81.16 | 374,228 | |||
2 | Directors' Remuneration Policy | 112,098,213 | 77.14% | 33,210,269 | 22.86% | 145,308,482 | 79.55 | 3,308,499 | |||
3 | Directors' Remuneration Report 2019 | 143,279,761 | 96.49% | 5,212,375 | 3.51% | 148,492,136 | 81.30 | 124,844 | |||
4(a) | Election of Arthur de Haast as a Director | 146,129,901 | 98.35% | 2,458,726 | 1.65% | 148,588,627 | 81.35 | 28,354 | |||
4(b) | Re-election of Keith Barr as a Director | 148,193,170 | 99.73% | 397,943 | 0.27% | 148,591,113 | 81.35 | 25,868 | |||
4(c) | Re-election of Anne Busquet as a Director | 147,996,823 | 99.60% | 593,509 | 0.40% | 148,590,332 | 81.35 | 26,649 | |||
4(d) | Re-election of Patrick Cescau as a Director | 143,382,751 | 96.83% | 4,687,611 | 3.17% | 148,070,362 | 81.07 | 546,619 | |||
4(e) | Re-election of Ian Dyson as a Director | 144,001,240 | 97.68% | 3,415,910 | 2.32% | 147,417,150 | 80.71 | 1,199,831 | |||
4(f) | Re-election of Paul Edgecliffe-Johnson as a Director | 148,146,942 | 99.70% | 444,792 | 0.30% | 148,591,734 | 81.35 | 25,247 | |||
4(g) | Re-election of Jo Harlow as a Director | 144,718,686 | 97.39% | 3,872,832 | 2.61% | 148,591,518 | 81.35 | 25,463 | |||
4(h) | Re-election of Elie Maalouf as a Director | 148,191,691 | 99.73% | 399,211 | 0.27% | 148,590,902 | 81.35 | 26,079 | |||
4(i) | Re-election of Luke Mayhew as a Director | 145,584,587 | 97.98% | 3,004,847 | 2.02% | 148,589,434 | 81.35 | 27,547 | |||
4(j) | Re-election of Jill McDonald as a Director | 147,516,361 | 99.27% | 1,077,669 | 0.73% | 148,594,030 | 81.35 | 22,951 | |||
4(k) | Re-election of Dale Morrison as a Director | 147,371,364 | 99.18% | 1,221,490 | 0.82% | 148,592,854 | 81.35 | 24,127 | |||
5 | Reappointment of Auditor | 145,960,098 | 98.22% | 2,640,703 | 1.78% | 148,600,801 | 81.36 | 16,179 | |||
6 | Remuneration of Auditor | 148,258,445 | 99.77% | 337,003 | 0.23% | 148,595,448 | 81.35 | 21,533 | |||
7 | Political donations | 144,609,078 | 97.34% | 3,958,414 | 2.66% | 148,567,492 | 81.34 | 49,489 | |||
8 | Amendment of Long Term Incentive Plan Rules | 112,262,970 | 77.26% | 33,038,347 | 22.74% | 145,301,317 | 79.55 | 3,315,664 | |||
9 | Allotment of shares | 136,607,513 | 91.94% | 11,983,493 | 8.06% | 148,591,006 | 81.35 | 25,975 | |||
10 | Disapplication of pre-emption rights | 148,073,121 | 99.89% | 165,077 | 0.11% | 148,238,198 | 81.16 | 378,783 | |||
11 | Further disapplication of pre-emption rights | 147,492,976 | 99.50% | 742,121 | 0.50% | 148,235,097 | 81.16 | 381,883 | |||
12 | Authority to purchase own shares | 147,848,504 | 99.50% | 743,410 | 0.50% | 148,591,914 | 81.35 | 25,066 | |||
13 | Notice of General Meetings | 141,151,661 | 94.99% | 7,449,168 | 5.01% | 148,600,829 | 81.36 | 16,152 | |||
14 | Adoption of new Articles of Association | 148,557,418 | 99.98% | 22,404 | 0.02% | 148,579,822 | 81.34 | 37,159 | |||
During 2019, the Remuneration Committee consulted extensively with IHG's largest shareholders, proxy advisors and shareholder representative organisations on the proposed Directors' Remuneration Policy (Resolution 2) and increase to the maximum award limits under the Long Term Incentive Plan rules (Resolution 8).
The Board was pleased to note that 77.14% of shareholders voted in support of the proposed Policy. Accordingly, the Policy will take effect for three years from 2020, and will be implemented by the Remuneration Committee in an appropriate manner in the context of the evolving economic environment.
The Board acknowledges that some shareholders had concerns with the Policy, in part due to the provision for an increased potential Long Term Incentive Plan (LTIP) maximum award, with 22.86% of shareholders voting against Resolution 2 and 22.74% voting against Resolution 8. The Board believes that the commercial rationale for this increase is critical to the retention and development of talent in order to drive the long-term success of the business.
As noted in the 2020 Notice of AGM, awards for the 2020/22 LTIP cycle will be made at the historical level of 205%, rather than at the increased maximum level of 350% (CEO) and 275% (other Executive Directors) provided for under the approved Policy. This award will be subject to the existing discretion of the Remuneration Committee to adjust the formulaic outcomes at vesting to ensure alignment with business results.
The Board will engage with shareholders in relation to these matters in the coming months. As part of this consultation, the Board will, as required by the Corporate Governance Code, seek to understand the reasons behind the votes against the Policy, and will provide an update within six months of the Annual General Meeting.
Notes:
1. The 'For' vote includes those giving the Chair discretion.
2. Votes 'Withheld' are not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
3. Resolutions 10 to 14 are special resolutions.
4. IHG's total issued share capital consists of 187,717,720 ordinary shares of 20 340/399 pence each, of which 5,061,408 ordinary shares are held in treasury. The total number of voting rights in the Company is 182,656,312.
5. Copies of the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the UK Listing Authority via the National Storage Mechanism and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Unless otherwise defined herein, terms used in this announcement shall have the meaning given to them in the Notice of Meeting.
For further information, please contact:
Investor Relations (Stuart Ford; Matt Kay; Rakesh Patel) | +44 (0)1895 512 176 | +44 (0)7527 419 431 |
Media Relations (Yasmin Diamond; Mark Debenham) | +44 (0)1895 512 097 | +44 (0)7527 424 046 |
Notes to Editors:
IHG® (InterContinental Hotels Group) [LON:IHG, NYSE:IHG (ADRs)] is a global organisation with a broad portfolio of hotel brands, including Six Senses Hotels Resorts Spas, Regent Hotels & Resorts, InterContinental® Hotels & Resorts, Kimpton® Hotels & Restaurants, Hotel Indigo®, EVEN® Hotels, HUALUXE® Hotels and Resorts, Crowne Plaza® Hotels & Resorts, voco™, Holiday Inn® Hotels & Resorts , Holiday Inn Express®, Holiday Inn Club Vacations®, avid™ hotels, Staybridge Suites®, Atwell Suites™, and Candlewood Suites®.
IHG franchises, leases, manages or owns approximately 5,900 hotels and nearly 882,000 guest rooms in more than 100 countries, with almost 2,000 hotels in its development pipeline. IHG also manages IHG® Rewards Club, our global loyalty programme, which has more than 100 million enrolled members.
InterContinental Hotels Group PLC is the Group's holding company and is incorporated in Great Britain and registered in England and Wales. More than 400,000 people work across IHG's hotels and corporate offices globally.
Visit www.ihg.com for hotel information and reservations and www.ihgrewardsclub.com for more on IHG Rewards Club. For our latest news, visit: https://www.ihgplc.com/en/news-and-media and follow us on social media at: https://twitter.com/ihgcorporate, www.facebook.com/ihgcorporate and www.linkedin.com/company/intercontinental-hotels-group.