Last checked at 31 May 2019 13:10
31 May 2019
Mears Group PLC
("Mears")
Result of AGM
Mears Group PLC, a leading provider of services to the Housing and Care sectors in the UK, held its Annual General Meeting ("AGM") earlier today.
In summary, Resolutions 1 to 17 were duly passed on a poll and Resolutions 18 to 22, which include the two requisitioned resolutions, were not passed on a poll. The results of each resolution are as follows:
Resolution | Votes For | Votes Against | Votes withheld | Total votes cast | Percentage of issued share capital voted (%) |
1 To receive and adopt the Directors' and Auditor's Reports and Audited Accounts for the year ended 31 December 2018 | 96,812,592 | 3,594 | 2,100 | 96,816,186 | 87.6% |
2 To approve the Remuneration report | 64,336,525 | 31,382,947 | 1,098,814 | 95,719,472 | 86.6% |
3 To re-appoint Grant Thornton UK LLP as auditor of the Company | 90,012,441 | 6,129,885 | 675,959 | 96,142,326 | 87.0% |
4 To authorise the Directors to fix the remuneration of the auditor | 96,809,846 | 7,840 | 600 | 96,817,686 | 87.6% |
5 To approve a final dividend of 8.85p per ordinary share | 96,812,182 | 6,104 | 0 | 96,818,286 | 87.6% |
6 To elect Kieran Murphy | 65,776,977 | 31,037,684 | 3,625 | 96,814,661 | 87.6% |
7 To re-elect David Miles | 67,942,497 | 28,870,664 | 5,125 | 96,813,161 | 87.6% |
8 To re-elect Andrew Smith | 67,871,669 | 28,937,492 | 9,125 | 96,809,161 | 87.6% |
9 To re-elect Alan Long | 66,432,057 | 30,378,604 | 7,625 | 96,810,661 | 87.6% |
10 To re-elect Geraint Davies | 60,122,823 | 30,799,651 | 5,895,811 | 90,922,474 | 82.3% |
11 To re-elect Julia Unwin | 62,713,186 | 32,558,713 | 1,546,386 | 95,271,899 | 86.2% |
12 To re-elect Roy Irwin | 65,290,666 | 29,979,734 | 1,547,886 | 95,270,400 | 86.2% |
13 To re-elect Jason Burt | 65,290,025 | 29,981,875 | 1,546,386 | 95,271,900 | 86.2% |
14 To re-elect Elizabeth Corrado | 65,292,525 | 29,979,375 | 1,546,386 | 95,271,900 | 86.2% |
15 To re-elect Amanda Hillerby | 66,325,359 | 30,485,302 | 7,625 | 96,810,661 | 87.6% |
16 To approve the rules of the Mears Group Savings Related Share Option Scheme | 82,465,067 | 396,016 | 13,957,202 | 82,861,083 | 75.0% |
17 To authorise the Directors to allot relevant securities generally pursuant to Section 551 of the Companies Act 2006 | 60,918,733 | 35,896,438 | 3,115 | 96,815,171 | 87.6% |
18 To authorise the Directors to allot relevant securities pursuant to Section 570 of the Companies Act 2006 in connection with a rights issue, open offer or other offer of securities | 65,794,775 | 31,021,021 | 2,490 | 96,815,796 | 87.6% |
19 To authorise the Directors to allot relevant securities pursuant to Section 570 of the Companies Act 2006 for the purpose of financing an acquisition or other capital investment | 58,737,603 | 38,078,957 | 1,725 | 96,816,560 | 87.6% |
20 To authorise the holding of general meetings on 14 clear days' notice | 67,196,908 | 29,621,378 | 0 | 96,818,286 | 87.6% |
21 To elect Andrew Coppel | 46,178,165 | 49,826,120 | 814,000 | 96,004,285 | 86.9% |
22 To elect Ian Lawson | 43,161,940 | 53,653,884 | 2,461 | 96,815,824 | 87.6% |
Notes:
(i) Votes 'For' include those votes giving the Chairman discretion.
(ii) The number of ordinary shares in issue on 31 May 2019 was 110,490,459. Shareholders are entitled to one vote per share.
(iii) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
Full details of the resolutions are set out in the Notice of Annual General Meeting dated 3 May 2019, which is available on the Company's website at https://investors.mearsgroup.co.uk/i/shareholders/meetings%20and%20voting/.
Resolutions 1 to 17 and 21 to 22 were ordinary resolutions, requiring more than 50 per cent. of shareholders' votes to be cast in favour of the resolutions. Resolutions 18 to 20 were special resolutions, requiring at least 75 per cent. of shareholders' votes to be cast in favour of the resolutions.
In accordance with the 2018 UK Corporate Governance Code, the Board notes that Resolution 2 (concerning the approval of the remuneration report); Resolutions 6 to 15 (concerning the election or re-election of each of the Directors); Resolution 17 (concerning the general authority to allot relevant securities); Resolution 20 (concerning the holding of General Meetings on 14 days' clear notice); and Resolutions 21 and 22 (which were requisitioned by PrimeStone Capital Irish Holdco DAC concerning the appointment of two additional non-executive directors), received 20% or more votes against the Board's recommendation.
The Board recognises that a small number of significant shareholders are dissatisfied with the performance of the Company. Their concerns were acknowledged by the Board in the full year results announcement and it was made clear that the composition of the Board would be kept under review to ensure that it continued to provide the effective leadership that the Company requires.
The Board has been working towards the appointment of two additional non-executive Directors to ensure the balance of skills on the Board remains consistent with the changing requirements of the business. The Board's view continues to be that these appointments should be progressed in accordance with the best standards of corporate governance and in a manner which the Board believes the Group's customers and other stakeholders would expect the Company to conduct its affairs. The Board is pleased to note that this view has been supported by the majority of shareholders. The Board will continue to engage with shareholders during the remainder of this process and it is still the Board's intention that one appointment be made by the end of June and the other before the summer holidays if possible.
The Board notes that Resolutions 18 to 20 also received 20% or more votes against the Board's recommendation, despite engagement with shareholders during the previous year on these matters. These resolutions are consistent with the latest investor guidelines and with the resolutions approved in previous years. Following shareholder discussions during the previous year, the Board understands that some shareholders vote against these resolutions as a matter of policy. In addition, this year, a small number of significant shareholders have also voted against these resolutions and, as a result, they have not reached the threshold required to pass as special resolutions. The Company will continue to consult with shareholders voting against these resolutions to understand their views in relation to the specific authorities sought.
A copy of all the resolutions passed at the Annual General Meeting has been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm.
Commenting, Kieran Murphy, Chairman of Mears, said:
"I am pleased that the majority of shareholders have supported the Board in its decision to appoint two new non-executive Directors in accordance with the best standards of corporate governance. The Board will continue to engage with shareholders during this process.
"This is an important year for Mears and we look forward to now focusing our attention on ensuring that the Group delivers on its plans for the benefit of all shareholders."
For further information, contact:
Mears Group PLC
Ben Westran, Company Secretary Tel: +44(0)1452 634600
www.mearsgroup.co.uk
Buchanan
Mark Court, Sophie Wills Tel: +44(0)20 7466 5000
www.buchanan.uk.com
Notes for editors
Mears employs over 10,000 people and provides services in every region of the UK. In partnership with our Housing clients, we maintain, repair and upgrade the homes of hundreds of thousands of people in communities from remote rural villages to large inner city estates. Mears has extended its activities to provide broader housing solutions to solve the challenge posed by the lack of affordable housing. Our Care teams provide support to over 15,000 people a year, enabling the elderly and those living with disabilities to continue living in their own homes.
We focus on long-term outcomes for people rather than short-term solutions, and invest in innovations that make a positive impact on people's quality of life and on their communities' social, economic and environmental wellbeing.