Last checked at 17 Nov 2017 15:35
KIER GROUP PLC
RESULT OF ANNUAL GENERAL MEETING
Kier Group plc (the "Company") is pleased to announce that all the resolutions proposed at its Annual General Meeting on 17 November 2017 were voted on, and passed, by way of a poll. The results of the poll for each resolution were as follows:
Resolution | Total votes validly cast1 | % voted2 | Votes for | % votes for3 | Votes against | % votes against3 | Votes withheld1 | |
1 | To receive the annual report and accounts for the year ended 30 June 2017 | 57,335,503 | 58.83 | 56,884,975 | 99.21 | 450,528 | 0.79 | 4,298 |
2 | To approve the directors' remuneration policy | 49,993,862 | 51.30 | 45,132,928 | 90.28 | 4,860,934 | 9.72 | 7,311,115 |
3 | To approve the directors' remuneration report for the year ended 30 June 2017 | 50,805,384 | 52.13 | 32,021,380 | 63.03 | 18,784,004 | 36.97 | 6,534,417 |
4 | To declare a final dividend of 45.0p per share for the year ended 30 June 2017 | 57,338,801 | 58.83 | 57,321,517 | 99.97 | 17,284 | 0.03 | 1,000 |
5 | To elect Mr P G Cox as a director | 57,315,210 | 58.81 | 51,900,356 | 90.55 | 5,414,854 | 9.45 | 24,591 |
6 | To re-elect Mr J R Atkinson as a director | 57,314,708 | 58.81 | 52,006,810 | 90.74 | 5,307,898 | 9.26 | 25,093 |
7 | To re-elect Mrs C F Baroudel as a director | 57,313,850 | 58.81 | 52,022,633 | 90.77 | 5,291,217 | 9.23 | 25,951 |
8 | To re-elect Mrs A K Bashforth as a director | 57,326,745 | 58.82 | 51,999,367 | 90.71 | 5,327,378 | 9.29 | 13,056 |
9 | To re-elect Mr N P Brook as a director | 57,319,025 | 58.81 | 57,043,700 | 99.52 | 275,325 | 0.48 | 20,776 |
10 | To re-elect Mr B E J Dew as a director | 57,314,607 | 58.81 | 56,976,069 | 99.41 | 338,538 | 0.59 | 25,194 |
11 | To re-elect Mr H J Mursell as a director | 57,315,895 | 58.81 | 56,995,819 | 99.44 | 320,076 | 0.56 | 23,906 |
12 | To re-elect Mr N A Turner as a director | 57,328,257 | 58.82 | 57,067,496 | 99.55 | 260,761 | 0.45 | 11,544 |
13 | To re-elect Mr C Veritiero as a director | 57,328,358 | 58.82 | 57,087,156 | 99.58 | 241,202 | 0.42 | 11,443 |
14 | To re-elect Mr A C Walker as a director | 57,312,344 | 58.81 | 52,008,437 | 90.75 | 5,303,907 | 9.25 | 27,457 |
15 | To re-elect Mr N P Winser as a director | 57,327,460 | 58.82 | 51,988,410 | 90.69 | 5,339,050 | 9.31 | 12,341 |
16 | To re-appoint PwC LLP as auditor | 57,336,239 | 58.83 | 57,302,096 | 99.94 | 34,143 | 0.06 | 3,562 |
17 | To authorise the directors to agree the remuneration of the auditor | 57,334,082 | 58.83 | 57,304,017 | 99.95 | 30,065 | 0.05 | 5,719 |
18 | To authorise the directors to allot shares | 57,313,939 | 58.81 | 57,014,156 | 99.48 | 299,783 | 0.52 | 25,862 |
19 | To authorise the directors to disapply pre-emption rights | 57,307,259 | 58.80 | 56,949,012 | 99.37 | 358,247 | 0.63 | 32,542 |
20 | To authorise the directors to disapply pre-emption rights - limited to an acquisition or specified capital investment | 57,302,346 | 58.80 | 54,591,389 | 95.27 | 2,710,957 | 4.73 | 37,455 |
21 | To approve an amendment to the Kier Group plc 2010 Long Term Incentive Plan | 57,209,305 | 58.70 | 56,267,668 | 98.35 | 941,637 | 1.65 | 130,496 |
22 | To authorise the Company to call general meetings, other than an annual general meeting, on not less than 14 clear days' notice | 57,317,407 | 58.81 | 54,430,416 | 94.96 | 2,886,991 | 5.04 | 22,494 |
Notes:
1. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
2. Expressed as a percentage of the total issued share capital on 15 November 2017. The number of ordinary shares in issue on 15 November 2017 was 97,459,951.
3. Expressed as a percentage of all votes validly cast (and does not include votes withheld).
Shareholders are entitled to one vote per share. Resolutions 1 to 18 (inclusive) were passed as ordinary resolutions and resolutions 19 to 22 (inclusive) were passed as special resolutions.
Resolution 2 (directors' remuneration policy) was passed with 90.28% votes in favour.
Resolution 3 (directors' remuneration report) was passed with 63.03% votes in favour.
The Board notes the level of opposition to resolution 3 and understands that a number of shareholders disagreed with the decision of the Remuneration Committee (the 'Committee') to award the Chief Executive an increase of 5% to his base salary from 1 July 2017, noting the pay increases awarded to him in recent years. This year, the Committee reviewed the Chief Executive's base salary in the context of revising the directors' remuneration policy. The Committee is satisfied that the Chief Executive's base salary reflects the progress made against Kier's Vision 2020 strategy and is now competitive. As a result, and having taken into consideration the average increases awarded across the Group, the Committee does not expect to approve significant increases in the base salary of the Chief Executive during the life of the new remuneration policy. If circumstances arise in which the Committee considers such an increase to be appropriate, it will engage with shareholders before making its final decision.
A copy of all resolutions passed, other than those concerning ordinary business, will today be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2. These resolutions will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.
The Kier Group plc Legal Entity Identifier is 2138002RKCU2OM4Y7O48.
For enquiries please contact:
Beth Melges
Deputy Company Secretary
Tel: +44(0)1767 640 111