Last checked at 26 Feb 2020 15:35
26 February 2020 LEI: 213800QGNIWTXFMENJ24
SSP Group plc (the "Company")
Voting Results of Annual General Meeting held on 26 February 2020
The Company announces that its Annual General Meeting held at 11.00am on 26 February 2020 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 2019 together with the Directors' report and the Auditors' report on those accounts | 375,617,842 | 99.69% | 1,168,968 | 0.31% | 376,786,810 | 84.23% | 4,956,601 |
2. To approve the Directors' Remuneration Report for the year ended 30 September 2019 (excluding Directors' Remuneration Policy) | 217,989,435 | 68.96% | 98,134,556 | 31.04% | 316,123,991 | 70.66% | 65,619,420 |
3. To approve the final dividend recommended by the Directors of 6.0 pence per share for the financial year ended 30 September 2019 and to declare it payable on 27 March 2020 | 381,742,109 | 100.00% | 36 | 0.00% | 381,742,145 | 85.33% | 1,267 |
4. To re-elect Simon Smith as a Director of the Company | 380,124,572 | 99.58% | 1,617,573 | 0.42% | 381,742,145 | 85.33% | 1,267 |
5. To re-elect Jonathan Davies as a Director of the Company | 378,865,768 | 99.25% | 2,876,292 | 0.75% | 381,742,060 | 85.33% | 1,352 |
6. To re-elect Carolyn Bradley as a Director of the Company | 373,009,156 | 98.83% | 4,426,154 | 1.17% | 377,435,310 | 84.37% | 4,308,102 |
7. To re-elect Ian Dyson as a Director of the Company | 316,495,081 | 95.83% | 13,779,053 | 4.17% | 330,274,134 | 73.83% | 51,469,278 |
8. To re-elect Per Utnegaard as a Director of the Company | 372,892,170 | 98.80% | 4,543,140 | 1.20% | 377,435,310 | 84.37% | 4,308,102 |
9. To elect Mike Clasper as a Director of the Company | 354,444,716 | 98.01% | 7,201,041 | 1.99% | 361,645,757 | 80.84% | 20,097,655 |
10. To re-appoint KPMG LLP as auditor of the Company | 374,299,440 | 98.16% | 7,027,458 | 1.84% | 381,326,898 | 85.24% | 416,513 |
11. To authorise the Directors to determine the remuneration of the Auditor | 380,789,924 | 99.75% | 952,060 | 0.25% | 381,741,984 | 85.33% | 1,428 |
12. To authorise the Company and its subsidiaries to make political donations and/or incur political expenditure | 368,112,047 | 96.43% | 13,616,369 | 3.57% | 381,728,416 | 85.33% | 13,615 |
13. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006 | 345,892,108 | 90.61% | 35,838,457 | 9.39% | 381,730,565 | 85.33% | 12,847 |
14. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (General) | 381,663,164 | 99.98% | 67,768 | 0.02% | 381,730,932 | 85.33% | 12,480 |
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) | 371,845,355 | 97.41% | 9,885,055 | 2.59% | 381,730,410 | 85.33% | 13,001 |
16. To authorise the Company to make market purchases of its ordinary shares | 375,941,314 | 98.56% | 5,485,842 | 1.44% | 381,427,156 | 85.26% | 316,255 |
17. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice. | 342,792,969 | 89.80% | 38,938,117 | 10.20% | 381,731,086 | 85.33% | 12,326 |
Notes:
(1) Full details of the resolutions are set out in the Notice of Annual General Meeting dated 28 January 2020 (which is available on the Company's website at www.foodtravelexperts.com).
(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 Chairman discretion.
(4) There were 447,356,585 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 www.Morningstar.co.uk/uk/nsm.
Resolution 2: Approval of Directors' Remuneration Report
The Board notes the outcome of the shareholder votes against Resolution 2 concerning the approval of the Company's Remuneration Report.
During FY18/19, we continued to develop our remuneration strategy and wrote to 75% of our shareholder base to understand their views on remuneration. We would like to thank our shareholders for their helpful and constructive input during the year. As noted in our latest Annual Report, following these discussions we made a number of improvements, and were pleased by the level of positive feedback received on changes to our forward-looking policies and disclosure. Whilst we are disappointed by the outcome of the vote, we remain keen to encourage an ongoing dialogue with our shareholders and value active participation in that process. We will work together with our shareholders on our new Remuneration Policy which is expected to be tabled for approval at our 2021 AGM, in line with the normal cycle for renewal.
An update on shareholder views and actions taken by the Company, in accordance with the UK Corporate Governance Code, will be published within the next six months with further information included in the Company's 2020 Annual Report and Accounts.
For further information contact:
Helen Byrne
Company Secretary & General Counsel
+44 (0)207 543 3300
Investor and analyst enquiries
Sarah John
Director of Investor Relations
+44 (0)203 714 5251
E-mail: sarah.john@ssp-intl.com