21 Jun 2022 12:00
Pendragon PLC ("the Company")
Results of Annual General Meeting
The Annual General Meeting of the Company was held on Tuesday 21 June 2022 at 10.30am. The results of each resolution are set out in the table below.
Resolution | Votes for | % For to 2 d.p) | Votes Against | % Against (to 2 d.p) | Votes Withheld |
1. To receive the annual accounts and Directors' and Auditors Reports for year ended 31 December 2021 | 748,101,581 | 99.77 | 1,697,274 | 0.23 | 376,659,920 |
2. To approve the annual report on directors' remuneration for year ended 31 December 2021 | 380,612,034 | 34.49 | 722,783,233 | 65.51 | 23,063,508 |
3. To re-elect Mr W Berman as a director | 731,261,200 | 64.92 | 395,129,256 | 35.08 | 68,319 |
4. To re-elect Mr M S Casha as a director | 747,929,270 | 99.74 | 1,922,956 | 0.26 | 376,606,549 |
5. To re-elect Mr D Exler as a director | 678,201,422 | 60.21 | 448,177,988 | 39.79 | 79,365 |
6. To re-appoint Mr I F Filby as a director | 745,725,379 | 99.45 | 4,122,803 | 0.55 | 376,610,593 |
7. To re-elect Ms N K Flanders as a director | 718,040,377 | 95.76 | 31,807,805 | 4.24 | 376,610,593 |
8. To re-elect Mr B M Small as a director | 717,988,119 | 95.75 | 31,854,562 | 4.25 | 376,616,094 |
9. To re-elect Mr M S Willis as a director | 748,606,469 | 99.83 | 1,247,258 | 0.17 | 376,605,048 |
10. To re-elect Mr M D Wright as a director | Resolution withdrawn | ||||
11. To appoint KPMG LLP as auditor of the Company | 717,479,532 | 95.68 | 32,377,149 | 4.32 | 376,602,094 |
12. To authorise the directors to determine the remuneration of the auditors
| 745,157,535 | 99.37 | 4,709,500 | 0.63 | 376,591,740 |
13. To authorise the Directors to allot shares in the Company | 749,250,464 | 99.92 | 632,116 | 0.08 | 376,576,195 |
14. To authorise the directors to call a general meeting on not less than 14 clear days' notice | 748,095,706 | 99.76 | 1,782,160 | 0.24 | 376,580,909 |
15. To authorise the Directors to dis- apply pre-emption rights when allotting shares in connection with an acquisition or specified capital investment | 749,537,742 | 99.96 | 329,758 | 0.04 | 376,591,275 |
16. To authorise the Directors to dis- apply pre-emption rights when allotting shares in connection with an acquisition or specific capital investment which is announced contemporaneously with, or has taken place in the preceding six months | 749,301,693 | 99.92 | 565,342 | 0.08 | 376,591,740 |
17. To authorise the Company to make market purchases of its shares | 749,275,246 | 99.94 | 480,345 | 0.06 | 376,703,184 |
All resolutions were passed, with the exception of resolution 2. Resolutions 14 to 17 were passed as special resolutions.
The Company will continue to consult with shareholders to fully understand their concerns in relation to the number of votes recorded not in favour of resolutions 2, 3 and 5. An update will be provided within six months as required by the UK Corporate Governance Code.
The Board recognises the significant vote against the report on directors' remuneration. The Remuneration Committee sought to ensure the rewards for the executive team were commensurate with the Group's financial performance, in line with market benchmarking and in keeping with the remuneration policy's aim to support the longer-term success of the business for all stakeholders. Although the Remuneration Committee is satisfied its decisions were made in the best interests of all stakeholders, it respects the views expressed by shareholders regarding the resolution.
In terms of implementation of the remuneration policy for 2022, the Remuneration Committee has already indicated an intention to revert to LTIP awards with a three-year performance period and two-year holding period. In addition, the Company's overall remuneration policy is due to be presented to shareholders for renewal at the 2023 AGM. Between now and then the Remuneration Committee intends to consult further with shareholders on the formulation of the new policy.
In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The results will also be made available on the Company's website at www.pendragonplc.com
Richard Maloney
Group General Counsel
21 June 2022
Enquiries: Headland Henry Wallers Tel: 0203 805 4822
Jack Gault
-ENDS-