Last checked at 20 May 2020 14:00
Vistry Group PLC - Result of AGM
At the Vistry Group PLC ('Company') 2020 Annual General Meeting ('AGM') held on Wednesday 20 May 2020, all resolutions put to the AGM were voted on by poll and were passed by shareholders. The results will be available shortly on the Company's website www.vistrygroup.co.uk.
In accordance with Listing Rule 9.6.2, copies of the special business resolutions 14 to 18 passed at the AGM and the new Articles of Association are being submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For information, the results of the poll voting are given below:
RESOLUTION | VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC VOTED | VOTESWITHHELD |
1 To receive the audited accounts of the Company for the year ended 31 December 2019 and the reports of the directors and auditors. | 151,572,971 | 93.29 | 10,897,579 | 6.71 | 162,470,550 | 74.62% | 362,215 |
2 To approve the directors' remuneration report. | 91,729,684 | 56.35 | 71,056,516 | 43.65 | 162,786,200 | 74.76% | 46,561 |
3 To re-appoint Ian Paul Tyler as a director of the Company. | 138,461,720 | 93.10 | 10,265,789 | 6.90 | 148,727,509 | 68.30% | 14,105,252 |
4 To re-appoint Margaret Christine Browne as a director of the Company. | 162,058,327 | 99.54 | 749,010 | 0.46 | 162,807,337 | 74.77% | 25,425 |
5 To re-appoint Ralph Graham Findlay as a director of the Company. | 160,953,735 | 98.86 | 1,849,504 | 1.14 | 162,803,239 | 74.77% | 29,523 |
6 To re-appoint Nigel Keen as a director of the Company. | 160,992,913 | 98.89 | 1,814,484 | 1.11 | 162,807,397 | 74.77% | 25,365 |
7 To re-appoint Michael John Stansfield as a director of the Company. | 161,938,107 | 99.47 | 868,638 | 0.53 | 162,806,745 | 74.77% | 26,017 |
8 To re-appoint Katherine Innes Ker as a director of the Company. | 153,389,269 | 94.21 | 9,419,090 | 5.79 | 162,808,359 | 74.77% | 24,327 |
9 To re-appoint Gregory Paul Fitzgerald as a director of the Company. | 162,531,635 | 99.83 | 279,481 | 0.17 | 162,811,116 | 74.77% | 21,646 |
10 To re-appoint Earl Sibley as a director of the Company. | 161,834,758 | 99.40 | 972,777 | 0.60 | 162,807,535 | 74.77% | 25,227 |
11 To re-appoint Graham Prothero as a director of the Company. | 162,361,683 | 99.73 | 434,205 | 0.27 | 162,795,888 | 74.76% | 36,874 |
12 To re-appoint PricewaterhouseCoopers LLP as auditors of the Company. | 158,839,218 | 98.07 | 3,129,304 | 1.93 | 161,968,522 | 74.38% | 864,240 |
13 To authorise the directors to determine the remuneration of the auditors. | 152,232,910 | 93.99 | 9,733,517 | 6.01 | 161,966,427 | 74.38% | 866,334 |
14 Authority to allot shares. | 158,500,573 | 97.34 | 4,325,670 | 2.66 | 162,826,243 | 74.78% | 6,519 |
15 To adopt new Articles of Association | 162,752,874 | 99.97 | 55,020 | 0.03 | 162,807,894 | 74.77% | 24,868 |
16 To allow a general meeting other than an Annual General Meeting to be called on not less than 14 clear days' notice. | 156,789,219 | 96.30 | 6,032,365 | 3.70 | 162,821,584 | 74.78% | 11,178 |
17 Authority to disapply pre-emption rights. | 161,660,037 | 99.29 | 1,158,947 | 0.71 | 162,818,984 | 74.78% | 13,778 |
18 Authority to purchase own shares. | 159,419,874 | 98.11 | 3,077,084 | 1.89 | 162,496,958 | 74.63% | 335,804 |
The issued share capital at the date of the AGM was 217,744,395 ordinary shares of 50p each.
A 'vote withheld' is not a vote in law and has not been counted in the calculation of votes for and against.
The Board is pleased that all of the resolutions put to shareholders at the AGM were passed. However, the Board recognises that a significant minority opposed resolution 2 being the 2019 Annual Remuneration Report.
Our initial engagement with shareholders opposed indicates that their principle concern is the increase in the CFO's base salary from 1 January 2020, the repositioning of which was notified to shareholders in the Circular dated November 2019 which set out the basis of the Group's acquisition of Galliford Try's housing businesses and which reflected his base salary's pre-existing and material shortfall to the market. Before COVID-19 related reductions, both his new base salary and total compensation package were almost exactly in line with the median of UK listed housebuilders. As a consequence of the COVID 19 pandemic, the base salaries of all directors and senior executives, including the CFO, were voluntarily reduced by 20% with effect from 1 April 2020 and the CFO's base salary is now lower than the level paid in 2019.
In line with the provisions of the UK Corporate Governance Code, we will continue to engage with those shareholders opposed and will provide an update on the views received and actions taken in response no later than in six months' time.