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Result of AGM

29 Jul 2020 07:00

RNS Number : 4465U
Wizz Air Holdings PLC
29 July 2020
 

RESULT OF THE 2020 ANNUAL GENERAL MEETING

 

AND CHANGE TO THE SUPERVISORY BOARD COMMITTEES

 

Geneva, 29 July 2020: Wizz Air Holdings Plc ("Wizz Air" or "the Company") announces the results of its Annual General Meeting ("AGM") held yesterday, 28 July 2020. Voting was conducted by poll and the results for each resolution are set out below. Resolutions 1 and 3 to 21 were passed. Resolution 2, the advisory vote on the Directors' Remuneration Report, was not passed. Additional detail on the outcome of the vote on Resolution 2 is set out below.

 

The Company also announces the retirement of Mr. Guido Demuynck who did not seek re-election to the Board at the AGM. Included below is the updated membership of the Audit and Sustainability Committee and the Remuneration Committee, effective from 28 July 2020.

 

AGM Results

 

Resolution

Votes For

%

Votes Against

%

Total Votes

% of Issued Share Capital Voted

Votes

Withheld*

Ordinary resolutions

1

To receive the Company's annual report and accounts for the financial year ended 31 March 2020 together with the related directors' and auditor's report.

70,195,149

98.99

714,394

1.01

70,909,543

82.96%

346,831

2

To approve the directors' remuneration report for the financial year ended 31 March 2020.

34,412,174

48.37

36,735,491

51.63

71,147,665

83.24%

108,709

3

To re-elect William A. Franke as a director of the Company.

63,538,103

89.25

7,653,310

10.75

71,191,413

83.29%

64,961

4

To re-elect József Váradi as a director of the Company.

70,982,716

99.71

208,698

0.29

71,191,414

83.29%

64,961

5

To re-elect Simon Duffy as a director of the Company.

67,219,054

94.80

3,690,490

5.20

70,909,544

82.96%

346,831

6

To re-elect Simon Duffy as a director of the Company (Independent Shareholder vote).

52,061,381

93.38

3,690,496

6.62

55,751,877

65.23%

15,504,498

7

To re-elect Stephen L. Johnson as a director of the Company.

70,982,474

99.71

208,940

0.29

71,191,414

83.29%

64,961

8

To re-elect Barry Eccleston as a director of the Company.

70,810,908

99.47

380,506

0.53

71,191,414

83.29%

64,961

9

To re-elect Barry Eccleston as a director of the Company (Independent Shareholder vote).

55,653,235

99.32

380,512

0.68

56,033,747

65.56%

15,222,628

10

To elect Peter Agnefjäll as a director of the Company.

71,019,677

99.76

171,737

0.24

71,191,414

83.29%

64,961

11

To elect Peter Agnefjäll as a director of the Company (Independent Shareholder vote).

55,862,004

99.69

171,743

0.31

56,033,747

65.56%

15,222,628

12

To elect Maria Kyriacou as a director of the Company.

67,652,325

95.03

3,539,089

4.97

71,191,414

83.29%

64,961

13

To elect Maria Kyriacou as a director of the Company (Independent Shareholder vote).

52,494,652

93.68

3,539,095

6.32

56,033,747

65.56%

15,222,628

14

To elect Andrew S. Broderick as a director of the Company.

70,982,716

99.71

208,698

0.29

71,191,414

83.29%

64,961

15

To elect Charlotte Pedersen as a director of the Company.

71,191,095

100.00

77

0.00

71,191,172

83.29%

65,203

16

To elect Charlotte Pedersen as a director of the Company (Independent Shareholder vote).

56,033,422

100.00

83

0.00

56,033,505

65.56%

15,222,870

17

To re-appoint PricewaterhouseCoopers LLP as the Company's auditors until the conclusion of the next AGM of the Company.

70,901,701

99.59

289,462

0.41

71,191,163

83.29%

65,211

18

To authorise the directors and/or the audit committee to agree the remuneration of the auditors.

71,191,258

100.00

156

0.00

71,191,414

83.29%

64,961

19

To authorise allotment of shares.

62,772,940

88.17

8,418,474

11.83

71,191,414

83.29%

64,961

Special resolutions

20

To dis-apply pre-emption rights.

71,180,391

99.99

10,504

0.01

71,190,895

83.29%

65,480

21

To dis-apply pre-emption rights in connection with an acquisition or specified capital investment.

70,891,031

99.58

299,613

0.42

71,190,644

83.29%

65,730

 

*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

 

In accordance with paragraph 9.2.2E of the Listing Rules, the resolutions to re-elect Simon Duffy, Barry Eccleston, Peter Agnefjäll, Maria Kyriacou and Charlotte Pedersen as directors of the Company were approved by (a) the shareholders of the Company (resolutions 5, 8, 10, 12 and 15) and (b) the independent shareholders of the Company (resolutions 6, 9, 11, 13 and 16).

In accordance with paragraph 9.6.2R of the Listing Rules, a copy of the special resolution approved at the AGM has been forwarded to the Financial Conduct Authority for publication through the Document Viewing Facility and will be accessible via the National Storage Mechanism website (www.hemscott.com/nsm.do).

 

The total voting rights of the Company as at 1:30 p.m. on 24 July 2019, being the day on which shareholders had to be on the Company's shareholder register in order to be eligible to vote, was 85,441,430.

 

The AGM results will also be made available on the Company's website: http://corporate.www.wizzair.com.

 

 

Board Committees

 

Effective from 28 July 2020, the Company announces that Mr. Barry Eccleston becomes the Chairman of the Remuneration Committee.

 

Mr. Eccleston was appointed to the Board of the Company as an independent non-executive director with effect from 1 June 2018 and was appointed as an independent non-executive director overseeing engagement with employees with effect from 1 January 2019.

 

In his role, Mr. Eccleston has been ensuring that the employee voice reaches the boardroom. As at 31 March 2020, Mr. Eccleston has visited the largest bases in Wizz Air network, has attended multiple sessions of the Wizz People Council, has organized a meeting between all Wizz People Council members and the Board, has delivered floor talks to the Company's office employees in Geneva, London and Budapest and has regularly reported back to the Board. Mr. Eccleston's knowledge on people and remuneration matters as well as his ability to allocate sufficient time to the Company to discharge its responsibilities effectively will be particularly beneficial to the Remuneration Committee. In his new role, Mr. Eccleston will continue to oversee engagement with employees.

 

As a result of Mr. Eccleston's appointment, the Board approved the following changes: Ms. Maria Kyriacou will retire from the Remuneration Committee to join the Audit and Sustainability Committee and Ms. Charlotte Pedersen will also join the Audit and Sustainability Committee. Mr. Peter Agnefjäll will retire from the Audit and Sustainability Committee and will join the Remuneration Committee.

 

Advisory Vote on Directors' Remuneration Report

 

51.63% of the votes cast on Resolution 2, the advisory vote on the Directors' Remuneration Report, were against the resolution, and the resolution did not pass.

 

In advance of the AGM the Board noted the views of both shareholders and proxy advisors and the Company engaged with shareholders in respect of concerns raised on aspects of the Directors' Remuneration Report. The Board received feedback in relation to decisions taken on the Senior Management bonus outcome in respect of the 12 months ending 31 March 2020 and on post-vesting shareholding periods for the Company's long term incentive plan. While the Board remains satisfied that the bonus outcome reflects the performance delivered and that, given strong alignment between Senior Management and shareholders' interest, it respects the views expressed by certain shareholders in their opposition to the resolution.

 

The Board, through the newly comprised Remuneration Committee, intends to re-engage with shareholders in the coming months to continue to consult on remuneration and wider governance matters. The Company will publish an update within the next six months on that engagement and in advance of a new Remuneration Policy which will be put forward to shareholders at the 2021 AGM.

 

- Ends-

 

 

ABOUT WIZZ AIR

Wizz Air, the largest low-cost airline in Central and Eastern Europe, operates a fleet of 124 Airbus A320 and A321 aircraft, one of the youngest airline fleets in the world and offers more than 800 routes from 33 bases, connecting 164 destinations across 46 countries. A team of dedicated aviation professionals delivers superior service and very low fares, making Wizz Air the preferred choice of 40 million passengers in the past 12 months. Wizz Air is listed on the London Stock Exchange under the ticker WIZZ.

 

For more information:

Evelin Horvath, Wizz Air:

+41 22 555 9863

Andras Rado, Wizz Air:

+36 1 777 9412

 

Edward Bridges / Jonathan Neilan, FTI Consulting LLP:

+44 20 3727 1017

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
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