Last checked at 4 Feb 2022 16:01
4 February 2022 LEI: 213800QGNIWTXFMENJ24
SSP Group plc (the "Company")
Results of AGM
The Company announces that its Annual General Meeting held at 11.00am on 4 February 2022 at Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL was successfully concluded.
All Resolutions were duly passed by shareholders by way of a poll. The voting results are below and will also be available on the Company's website (www.foodtravelexperts.com).
Resolution | Votes For | % | Votes Against | % | Votes Total | % of issued share capital voted | Votes withheld |
1. To receive the Company's annual accounts for the year ended 30 September 2021 together with the Directors' report and the Auditors' report on those accounts | 595,413,278 | 99.97% | 188,539 | 0.03% | 595,601,817 | 74.81% | 483,319 |
2. To approve the Directors' Remuneration Report for the year ended 30 September 2021 (excluding Directors' Remuneration Policy) | 451,353,039 | 78.00% | 127,272,261 | 22.00% | 578,625,300 | 72.68% | 17,459,836 |
3. To re-elect Mike Clasper as a Director of the Company | 594,041,411 | 99.67% | 1,989,901 | 0.33% | 596,031,312 | 74.87% | 53,824 |
4. To re-elect Jonathan Davies as a Director of the Company | 589,307,976 | 98.87% | 6,763,518 | 1.13% | 596,071,494 | 74.87% | 13,642 |
5. To re-elect Carolyn Bradley as a Director of the Company | 577,208,775 | 96.84% | 18,847,467 | 3.16% | 596,056,242 | 74.87% | 28,894 |
6. To re-elect Tim Lodge as a Director of the Company | 593,562,097 | 99.58% | 2,478,880 | 0.42% | 596,040,977 | 74.87% | 44,159 |
7. To re-elect Judy Vezmar as a Director of the Company | 593,916,197 | 99.64% | 2,124,689 | 0.36% | 596,040,886 | 74.87% | 44,250 |
8. To elect Apurvi Sheth as a Director of the Company | 596,028,105 | 100.00% | 7,031 | 0.00% | 596,035,136 | 74.87% | 50,000 |
9. To elect Kelly Kuhn as a Director of the Company | 595,819,421 | 99.96% | 218,266 | 0.04% | 596,037,687 | 74.87% | 47,449 |
10. To re-appoint KPMG LLP as auditor of the Company | 584,802,026 | 98.11% | 11,267,194 | 1.89% | 596,069,220 | 74.87% | 15,916 |
11. To authorise the Directors to determine the remuneration of the Auditor | 586,343,241 | 98.37% | 9,720,166 | 1.63% | 596,063,407 | 74.87% | 21,729 |
12. To authorise the Company and its subsidiaries to make political donations and/or incur political expenditure | 594,954,020 | 99.82% | 1,095,424 | 0.18% | 596,049,444 | 74.87% | 35,592 |
13. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006 | 476,693,236 | 79.97% | 119,366,543 | 20.03% | 596,059,779 | 74.87% | 25,357 |
14. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (General) | 595,996,414 | 99.99% | 32,376 | 0.01% | 596,028,790 | 74.87% | 56,346 |
15. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (Acquisition or Capital Investment) | 578,381,740 | 97.04% | 17,656,653 | 2.96% | 596,038,393 | 74.87% | 46,743 |
16. To authorise the Company to make market purchases of its ordinary shares | 593,737,370 | 99.62% | 2,266,148 | 0.38% | 596,003,518 | 74.86% | 81,618 |
17. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice | 469,594,490 | 78.95% | 125,185,401 | 21.05% | 594,779,891 | 74.71% | 1,305,245 |
Notes:
(1) Full details of the resolutions are set out in the Notice of Annual General Meeting dated 6 January 2022 (which is available on the Company's website at https://investors.foodtravelexperts.com/investors/shareholder-information/2022.aspx).
(2) Resolutions 1 to 13 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 14 to 17 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
(3) Votes 'For' include those votes giving the Chair discretion.
(4) There were 796,113,196 ordinary shares (excluding treasury shares) in issue all of which had the right to vote. 263,499 ordinary shares were held in treasury which do not carry voting rights.
(5) A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
(6) Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at data.fca.org.uk/#/nsm/nationalstoragemechanism
Resolutions 2, 13 and 17
In relation to resolutions 2, to approve the Directors' Remuneration Report, 13, to authorise the directors to allot shares and 17, to call general meetings on 14 days' notice, the Board acknowledges that, while these resolutions were passed with a clear majority, there was a significant vote against.
The Board is committed to continuing an open and transparent dialogue with the Company's shareholders and engaged extensively with shareholders both prior to the publication of the Annual Report and ahead of the AGM on the matters set out in our Remuneration Report. We will continue that engagement, in particular to understand the views of those shareholders who voted against these resolutions to understand any specific concerns on executive pay, allotment authorities and notice periods. We will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2022 AGM as well as a final summary in the Company's Annual Report for the 2022 Financial Year.
In relation to resolution 13, the Board further notes that the allotment authority under resolution 13 granted today by shareholders falls within the Investment Association's Share Capital Management Guidelines.
For further information contact:
Helen Byrne
General Counsel & Company Secretary
+44 (0)207 543 3300
Investor and analyst enquiries
Sarah John
Corporate Affairs Director
+44 (0)203 714 5251
E-mail: sarah.john@ssp-intl.com