Last checked at 30 Jan 2023 07:00
30 January 2023
On The Beach Group plc (the "Company")
Result of Annual General Meeting
The Board of the Company announces that at its Annual General Meeting ("AGM") held on 27 January 2023, all the resolutions considered at the AGM were duly passed by the required majority by means of a poll vote.
The results of the poll votes on the resolutions are shown in the table below:
Resolution | Votes for | Votes against | Total votes cast (excl. withheld) | Votes withheld | |||
No. of votes | % of vote | No. of votes | % of vote | No. of votes | No. of votes | ||
1. | To receive the report & accounts | 120,828,952 | 99.99 | 2,000 | 0.01 | 120,830,952 | 1,755,267 |
2. | To approve the Directors' remuneration policy | 96,639,341 | 79.34 | 25,159,239 | 20.66 | 121,798,580 | 787,639 |
3. | To approve the Directors' remuneration report | 120,718,499 | 98.48 | 1,863,280 | 1.52 | 122,581,779 | 4,440 |
4. | To re-appoint Richard Pennycook | 119,707,990 | 97.66 | 2,873,754 | 2.34 | 122,581,744 | 4,475 |
5. | To re-appoint Simon Cooper as a Director | 120,339,147 | 98.17 | 2,242,597 | 1.83 | 122,581,744 | 4,475 |
6. | To re-appoint Shaun Morton | 118,583,324 | 98.14 | 2,243,188 | 1.86 | 120,826,512 | 1,759,707 |
7. | To re-appoint David Kelly as a Director | 121,788,171 | 99.35 | 793,573 | 0.65 | 122,581,744 | 4,475 |
8. | To re-appoint Elaine O'Donnell as a director | 121,788,171 | 99.35 | 793,573 | 0.65 | 122,581,744 | 4,475 |
9. | To re-appoint Justine Greening as a director | 121,787,964 | 99.35 | 797,906 | 0.65 | 122,585,870 | 349 |
10. | To appoint Zoe Harris as a director | 120,337,602 | 98.17 | 2,243,753 | 1.83 | 122,581,355 | 4,864 |
11. | To re-appoint Ernst & Young LLP as auditors | 120,822,092 | 98.56 | 1,759,966 | 1.44 | 122,582,058 | 4,161 |
12. | To authorise the directors to determine the auditor's remuneration. | 122,577,289 | 99.99 | 4,769 | 0.01 | 122,582,058 | 4,161 |
13. | To authorise the establishment of the On the Beach Group plc Long Term Incentive Plan 2023 | 106,479,785 | 86.86 | 16,102,272 | 13.14 | 122,582,057 | 4,162 |
14. | To authorise the directors to allot shares. | 119,339,368 | 97.35 | 3,242,411 | 2.65 | 122,581,779 | 4,440 |
15. | To authorise political donations. | 115,488,435 | 94.21 | 7,097,749 | 5.79 | 122,586,184 | 35 |
16. | To dis-apply statutory pre-emption rights | 118,632,985 | 98.41 | 1,912,305 | 1.59 | 120,545,290 | 2,040,929 |
17. | To dis-apply statutory pre-emption rights (acquisition or capital investment). | 105,217,584 | 87.28 | 15,327,706 | 12.72 | 120,545,290 | 2,040,929 |
18. | To authorise the purchase of own shares. | 120,828,738 | 98.57 | 1,757,446 | 1.43 | 122,586,184 | 35 |
19. | To reduce the notice period required for General Meetings | 121,520,576 | 99.13 | 1,061,447 | 0.87 | 122,582,023 | 4,196 |
Notes:
1. A 'Vote withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' any resolution.
2. The Company's total ordinary shares in issue (total voting rights) as at the date of the AGM was 166,370,933 ordinary shares of £0.01 each. Ordinary shareholders are entitled to one vote per ordinary share held.
3. Resolutions 16 to 19 were passed as special resolutions.
4. In accordance with paragraph 9.6.2 of the LSE Listing Rules, a copy of the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
5. The complete poll results will be available shortly on the Company's website at: http://www.onthebeachgroupplc.com.
Statement regarding AGM voting results
The Board notes that Resolution 2 for the approval of the Directors' Remuneration Policy received 79.34% of votes in favour and 20.66% of votes against, which the Board understands relates to the introduction of the 2023 long term incentive plan ("2023 LTIP"). The Remuneration Committee carried out an extensive engagement process on the changes to the remuneration structure ahead of the publication of the Annual Report, including direct consultation with over 65% of the shareholder base and the major UK proxy advisors. Their feedback and guidance was taken on board in shaping the policy and the 2023 LTIP, in particular by simplifying the initial proposal to focus solely on time-based awards with a 50% reduction in quantum. This is in line with major UK proxy adviser guidelines and also in line with the transition that many other companies in the sector have previously undertaken. Following the publication of the Annual Report, the Board communicated with 80% of the shareholder base to offer an opportunity to engage ahead of AGM.
The Remuneration Committee believes that the 2023 LTIP will enable the Company to retain key talent by providing management with greater visibility over long-term remuneration outcomes in a very challenging market, while addressing the difficulties faced in setting long term performance targets in the context of the volatile UK travel sector. Nonetheless, the Board notes the concerns raised by some shareholders and will reflect on feedback received, whilst maintaining focus on alignment with the best interests of shareholders and also with the Company's growth ambitions and strategy to capture market share over the long term.
For further information:
On the Beach Group plc Simon Cooper, Chief Executive Officer Shaun Morton, Chief Financial Officer Kirsteen Vickerstaff, Company Secretary
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c/o FTI Consulting |
FTI Consulting Alex Beagley Fiona Walker Sam Macpherson
| Tel: +44 (0)20 3727 1000 |