14 Dec 2020 17:56
14 December 2020
LEI: 2138005C7REHURGWHW31
River and Mercantile Group PLC
(the 'Company')
2020 Annual General Meeting ('AGM') Results
The Board is pleased to announce that all resolutions proposed at the Company's 2020 AGM held on 14 December 2020 passed by the requisite majority. Each of the resolutions put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:
| Resolution (*indicates special resolution) | For (No. of shares) | For (%) | Against (No. of shares) | Against (%) | Votes Withheld (No. of shares) | % ISC Voted (excluding withheld) |
1. | To receive the annual report and accounts for the financial year ended 30 June 2020 together with the report of the auditors thereon | 63,360,569 | 100.00% | 0 | 0.00% | 75 | 74.15 |
2. | To approve the Directors' report on remuneration for the financial year ended 30 June 2020 as set out in the Annual Report and Accounts 2020 | 61,199,952 | 96.60% | 2,155,616 | 3.40% | 5,075 | 74.14 |
3. | To approve the Directors' Remuneration Policy | 39,398,917 | 62.19% | 23,956,651 | 37.81% | 5,075 | 74.14 |
4. | To approve the amendment of the rules of the River and Mercantile Group PLC 2017 Deferred Equity Plan | 62,889,262 | 99.26% | 466,307 | 0.74% | 5,075 | 74.14 |
5. | To approve the rules of the River & Mercantile Value Transformation Plan | 40,109,748 | 63.31% | 23,245,820 | 36.69% | 5,075 | 74.14 |
6. | To approve a final dividend of 2.34 pence per ordinary share for the financial year ended 30 June 2020 | 63,360,569 | 100.00% | 0 | 0.00% | 75 | 74.15 |
7. | To re-elect Jonathan Dawson as a Director of the Company | 62,671,460 | 99.58% | 263,077 | 0.42% | 426,107 | 73.65 |
8. | To re-elect James Barham as a Director of the Company | 62,687,201 | 99.61% | 247,336 | 0.39% | 426,107 | 73.65 |
9. | To re-elect Angela Crawford-Ingle as a Director of the Company | 61,879,137 | 98.32% | 1,055,400 | 1.68% | 426,107 | 73.65 |
10. | To re-elect John Misselbrook as a Director of the Company | 61,879,137 | 98.32% | 1,055,400 | 1.68% | 426,107 | 73.65 |
11. | To re-elect Miriam Greenwood as a Director of the Company | 61,879,137 | 98.32% | 1,055,400 | 1.68% | 426,107 | 73.65 |
12. | To elect Simon Wilson as a Director of the Company | 62,687,201 | 98.87% | 713,643 | 1.13% | 207,136 | 74.19 |
13. | To re-appoint BDO LLP as auditors to the Company, to hold office until the conclusion of the next general meeting at which accounts are laid before the Company | 62,612,419 | 99.99% | 4,119 | 0.01% | 75 | 73.28 |
14. | To authorise the Board to set the remuneration of the auditors | 62,616,539 | 100.00% | 0 | 0.00% | 75 | 73.28 |
15. | Authority to allot securities | 61,087,445 | 97.91% | 1,304,323 | 2.09% | 224,846 | 73.01 |
16. | Political donations | 39,309,750 | 97.90% | 845,115 | 2.10% | 22,461,749 | 46.99 |
17. | Authority to disapply pre-emption rights | 61,304,317 | 98.25% | 1,093,251 | 1.75% | 219,046 | 73.02 |
18. | Additional Authority to disapply pre-emption rights | 60,043,139 | 96.23% | 2,349,428 | 3.77% | 224,046 | 73.01 |
19. | Authority for the Company to purchase its own shares | 62,384,223 | 99.98% | 13,419 | 0.02% | 218,971 | 73.02 |
20. | Notice of general meetings | 62,098,521 | 99.52% | 299,122 | 0.48% | 218,971 | 73.02 |
Resolutions 3 and 5
The Board welcomes the majority support for our new Directors' Remuneration Policy (Resolution 3) and Value Transformation Plan (Resolution 5). However, we recognise that not all shareholders were supportive of the Directors' Remuneration Policy and the Value Transformation Plan. We note that there were a significant number of votes received against these resolutions.
The Chair of the Remuneration Committee, Miriam Greenwood, and the Chairman engaged with leading institutional and other shareholders representing 69% of the Company's issued share capital, with the Investment Association and with ISS during the development of the Directors' Remuneration Policy. Their feedback was valuable and considered carefully by the Remuneration Committee, leading to modifications of certain elements of the Directors' Remuneration Policy.
During the consultation process, there were a broad range of views expressed on the Directors' Remuneration Policy and the Value Transformation Plan. As is clear from the votes in favour, many of our shareholders are supportive of the Directors' Remuneration Policy and Value Transformation Plan. Of those shareholders who we consulted with, who did not favour the Value Transformation Plan, there was no single common concern, but rather a range of remuneration preferences or preferred performance measures.
The Board will further reflect upon the feedback provided by shareholders. The Remuneration Committee will consider the views of our major shareholders on performance measures and objectives when determining the performance measures for objectives related to the annual bonus. The Board will continue to engage with its major shareholders to further understand their views on executive director remuneration.
The Board notes that 74.15% of the issued share capital was voted upon and thanks shareholders for their continued engagement and stewardship.
Sally Buckmaster
Group Company Secretary
River and Mercantile Group PLC
For further information please contact:
River and Mercantile Group PLC +44 (0)20 3327 5100