30 Jan 2018 12:23
30 January 2018
ZPG PLC
The Board of ZPG Plc (the "Company") announces the results of the polls taken on all resolutions at the Annual General Meeting of the Company, held earlier today. All resolutions were approved by substantial majorities, ranging from 68.04% to 100%. Full details of the poll results are set out below and will also be available on the Company's corporate website: www.zpg.co.uk.
Resolution | Votes For (i) | % For | Votes Against | % Against | Total Shares Voted | % Of Issued Share Capital Voted (ii) | Votes Withheld (iii) | |
1 | To consider and adopt the Company's financial statements for the financial year ended 30 September 2017 together with the Directors' reports and the Independent Auditor's report on those accounts. | 371,518,300 | 91.31 | 35,344,661 | 8.69 | 406,862,961 | 92.71% | 5,323,418 |
2 | To approve the Directors' Remuneration Report for the year ended 30 September 2017, excluding the Directors' Remuneration Policy, contained in the Annual Report. | 306,240,188 | 74.44 | 105,163,535 | 25.56 | 411,403,723 | 93.74% | 782,656 |
3 | To approve the revised Directors' Remuneration Policy. | 280,043,872 | 68.06 | 131,432,730 | 31.94 | 411,476,602 | 93.76% | 709,439 |
4 | To approve and declare a final dividend of 3.8 pence per ordinary share in respect of the year ended 30 September 2017. | 412,186,041 | 100.00 | 0 | 0.00 | 412,186,041 | 93.92% | 0 |
5 | To re-elect Mike Evans as a Director of the Company. | 355,170,628 | 96.97 | 11,106,181 | 3.03 | 366,276,809 | 83.46% | 45,909,232 |
6 | To re-elect Alex Chesterman as a Director of the Company. | 411,667,810 | 99.87 | 517,524 | 0.13 | 412,185,334 | 93.92% | 1,045 |
7 | To re-elect Andy Botha as a Director of the Company. | 411,980,933 | 99.95 | 204,063 | 0.05 | 412,184,996 | 93.92% | 1,045 |
8 | To re-elect Duncan Tatton-Brown as a Director of the Company. | 400,695,918 | 97.40 | 10,680,025 | 2.60 | 411,375,943 | 93.73% | 810,098 |
9 | To re-elect Sherry Coutu as a Director of the Company. | 331,300,986 | 87.91 | 45,574,794 | 12.09 | 376,875,780 | 85.87% | 35,310,259 |
10 | To re-elect Vin Murria as a Director of the Company. | 401,461,505 | 97.40 | 10,723,491 | 2.60 | 412,184,996 | 93.92% | 1,045 |
11 | To re-elect Robin Klein as a Director of the Company. | 411,980,933 | 99.95 | 204,063 | 0.05 | 412,184,996 | 93.92% | 1,045 |
12 | To re-elect Grenville Turner as a Director of the Company. | 400,611,161 | 97.19 | 11,573,835 | 2.81 | 412,184,996 | 93.92% | 1,045 |
13 | To re-elect James Welsh as a Director of the Company. | 411,053,518 | 99.73 | 1,127,594 | 0.27 | 412,181,112 | 93.92% | 4,929 |
14 | To elect Lord Rothermere as a Director of the Company. | 411,053,518 | 99.73 | 1,127,594 | 0.27 | 412,181,112 | 93.92% | 4,929 |
15 | To reappoint Deloitte as the Company's auditor to hold office from the conclusion of the Annual General Meeting until the conclusion of the next meeting at which accounts are laid before the Company. | 411,300,484 | 100.00 | 2,272 | 0.00 | 411,302,756 | 93.72% | 883,285 |
16 | To authorise the Directors to agree the remuneration of the auditor. | 412,184,996 | 100.00 | 0 | 0.00 | 412,184,996 | 93.92% | 1,045 |
17 | To give a general power and authority to the Directors to allot shares. | 379,640,122 | 92.10 | 32,545,212 | 7.90 | 412,185,334 | 93.92% | 1,045 |
18 | To give a general power and authority to the Directors to dis-apply pre-emption rights. | 412,179,207 | 100.00 | 4,562 | 0.00 | 412,183,769 | 93.92% | 2,272 |
19 | To give authority to the Directors to dis-apply additional pre-emption rights. | 406,276,250 | 98.57 | 5,907,501 | 1.43 | 412,183,751 | 93.92% | 2,290 |
20 | To authorise the Company generally to make market purchases of its own ordinary shares. | 411,360,854 | 99.80 | 822,912 | 0.20 | 412,183,766 | 93.92% | 2,613 |
21 | To authorise a waiver of the obligation that may arise for DMGZL to make a general offer for the entire issued share capital of the Company as a result of purchases by the Company of ordinary shares pursuant to the authority to make market purchases under Resolution 20 (without DMGZL's vote) | 173,971,953 | 70.72 | 72,020,889 | 29.28 | 245,992,842 | 56.05% | 35,239,907 |
22 | To authorise the Company to make political donations. | 411,278,917 | 99.78 | 903,375 | 0.22 | 412,182,292 | 93.92% | 3,749 |
23 | To approve an extension to the existing Value Creation Plan. | 280,453,700 | 68.04 | 131,726,752 | 31.96 | 412,180,452 | 93.92% | 5,589 |
24 | To authorise the calling of general meetings, other than an annual general meeting, on not less than 14 clear days' notice. | 409,816,922 | 99.43 | 2,369,119 | 0.57 | 412,186,041 | 93.92% | 0 |
Resolution 2 - Approval of the Remuneration Report
In response to the voting result, ZPG Remuneration Committee Chair, Sherry Coutu said:
"I am pleased shareholders have approved the Remuneration Report. The level of voting for the resolution demonstrated strong support from the Company's shareholders. However a significant minority of shareholders voted against the report. The Committee will engage with dissenting shareholders to discuss their concerns. It is the Committee's initial understanding that some shareholders were concerned with the level of salary rise to our CFO, Andy Botha, of 16.4%. The increase for the CFO encompassed the annual adjustment for all employees of 6% plus ongoing adjustment to bring the CFO's salary in line with ZPG's targeted market positioning as he grows in the role and based on his performance to date. The Committee prudently set his salary materially below the market on appointing him to the position to reflect his lack of experience as a FTSE 250 CFO. The changes made by the Committee to his remuneration over the previous two financial years are to bring his remuneration more in line with the market as he gains experience and based on his excellent performance in the role since appointment."
Resolution 3 - Approval of a revised Remuneration Policy to include the amended VCP
Resolution 23 - Approval of the amendment to the VCP
In response to the voting results, ZPG Remuneration Committee Chair, Sherry Coutu said:
"I am pleased shareholders have approved these remuneration resolutions, enabling the Company to continue to retain and incentivise our highly entrepreneurial and creative CEO Alex Chesterman, the founder of the Company, for the next period. The feedback from the consultation with shareholders prior to the AGM notice being published demonstrated strong support from the Company's top shareholders. The Remuneration Committee, through the extensive shareholder consultation exercise, knows why certain shareholders voted against the resolutions. The principal reason was that some shareholders disagreed with the Remuneration Committee's view that the maximum potential opportunity under the extended VCP was necessary to incentivise and retain the Company's unique CEO and some disagreed with the VCP structure as a matter of principal. The Remuneration Committee will re-engage with dissenting shareholders to discuss further their concerns and explore how in operating the VCP they may be addressed, whilst not prejudicing the success of the Company or jeopardizing the majority shareholder view."
In relation to Resolutions 2, 3 and 23 the Company will provide an update on its engagement with shareholders which will be set out in an RNS Announcement within six months of the meeting with the final summary set out in next year's Annual Report on Remuneration.
Resolution 21 - To authorise a waiver of the obligation that may arise for DMGZL to make a general offer for the entire issued share capital of the Company as a result of purchases by the Company pursuant to Resolution 20.
In response to the voting results, Mike Evans, Chairman of ZPG said:
"Our ability to choose the best capital returns policy for shareholders and maximise shareholder value would be limited without the approval of this resolution, as without the waiver in place, if we decided to perform a buyback, either we would have to ensure DMGT participate in it fully to prevent an increase in holding, or have to get a waiver at that stage, including calling a GM. By having the waiver approved now, it simply keeps the options open for the Company. The Company will now engage with dissenting shareholders to discuss their concerns."
Notes:
(i) Votes 'For' include those votes giving the Chairman discretion.
(ii) On 26 January 2018 there were 438,878,839 shares in issue with the right to vote.
(iii) The votes 'Withheld' are not counted towards the votes cast 'For' or 'Against' at the Annual General Meeting.
Full details of the resolutions were set out in the Notice of Annual General Meeting, dated 13 December 2017.
Resolutions 1 to 17 and 21 to 23 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast 'For' the resolutions.
Resolutions 18 to 20 and 24 were special resolutions, requiring at least 75% of shareholders' votes to be cast 'For' the resolutions.
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.hemscott.com/nsm.do.
ENDS