Last checked at 29 Jul 2020 07:00
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 |