9 Feb 2017 12:52
9 February 2017
Thomas Cook Group plc
(the "Company")
Results of Annual General Meeting ("AGM")
At the Company's AGM held today at 10.30 am, all resolutions set out in the Notice of Meeting were voted on a poll and were passed by the requisite majorities. The poll results of each resolution are set out in the table below.
RESOLUTION | VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC VOTED | VOTESWITHHELD |
1. receive the Annual Report & Accounts 2016 | 1,284,107,526 | 99.99 | 83,555 | 0.01 | 1,284,191,081 | 83.61% | 658,814 |
2. declare a final dividend | 1,284,667,906 | 100.00 | 16,122 | 0.00 | 1,284,684,028 | 83.65% | 165,867 |
3. approve the Directors' Remuneration Policy | 994,036,827 | 78.32 | 275,169,417 | 21.68 | 1,269,206,244 | 82.64% | 15,663,744 |
4. approve the Directors' Remuneration Report | 995,505,485 | 77.49 | 289,162,803 | 22.51 | 1,284,668,288 | 83.65% | 201,701 |
5. elect Lesley Knox | 1,284,455,580 | 99.99 | 154,540 | 0.01 | 1,284,610,120 | 83.64% | 239,775 |
6. re-elect Dawn Airey | 1,091,949,420 | 85.00 | 192,686,633 | 15.00 | 1,284,636,053 | 83.64% | 213,842 |
7. re-elect Annet Aris | 1,091,230,495 | 84.94 | 193,403,134 | 15.06 | 1,284,633,629 | 83.64% | 216,266 |
8. re-elect Emre Berkin | 1,091,948,182 | 85.00 | 192,681,976 | 15.00 | 1,284,630,158 | 83.64% | 219,737 |
9. re-elect Peter Fankhauser | 1,240,733,421 | 96.58 | 43,916,010 | 3.42 | 1,284,649,431 | 83.64% | 200,464 |
10. re-elect Michael Healy | 1,284,431,545 | 99.98 | 197,941 | 0.02 | 1,284,629,486 | 83.64% | 220,409 |
11. re-elect Frank Meysman | 1,283,326,282 | 99.90 | 1,278,324 | 0.10 | 1,284,604,606 | 83.64% | 244,569 |
12. re-elect Warren Tucker | 1,091,954,231 | 85.00 | 192,659,021 | 15.00 | 1,284,613,252 | 83.64% | 236,643 |
13. re-elect Martine Verluyten | 1,284,392,014 | 99.99 | 179,462 | 0.01 | 1,284,571,476 | 83.64% | 258,324 |
14. appoint Ernst & Young LLP as Auditor | 1,284,432,954 | 99.98 | 231,317 | 0.02 | 1,284,664,271 | 83.65% | 185,624 |
15. authority to determine the Auditor's remuneration | 1,284,286,427 | 99.97 | 351,639 | 0.03 | 1,284,638,066 | 83.64% | 211,829 |
16. authority to make political donations | 1,277,571,675 | 99.68 | 4,124,437 | 0.32 | 1,281,696,112 | 83.45% | 3,153,783 |
17. authority to allot shares | 1,208,749,597 | 94.10 | 75,825,320 | 5.90 | 1,284,574,917 | 83.64% | 274,978 |
18. approve the 2017 Performance Share Plan | 1,221,585,326 | 95.10 | 62,919,140 | 4.90 | 1,284,504,466 | 83.63% | 345,429 |
19. approve the 2017 Strategic Share Incentive Plan | 864,521,174 | 67.30 | 419,976,359 | 32.70 | 1,284,497,533 | 83.63% | 352,361 |
20. authority to disapply pre-emption rights | 1,284,120,512 | 99.97 | 411,555 | 0.03 | 1,284,532,067 | 83.64% | 317,828 |
21. additional authority to disapply pre-emption rights | 1,264,088,917 | 98.41 | 20,439,486 | 1.59 | 1,284,528,403 | 83.64% | 321,492 |
22. authority for a 14-day notice period for general meetings | 1,258,814,400 | 98.01 | 25,545,909 | 1.99 | 1,284,360,309 | 83.63% | 489,585 |
Notes:
1. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
2. The number of €0.01 Ordinary shares in issue on 9 February 2017 was 1,535,851,316. Shareholders are entitled to one vote per share.
In accordance with Listing Rule 9.6.3R, a copy of the resolutions passed as Special Business at the AGM have been submitted to the National Storage Mechanism and will be available in due course for viewing at http://www.morningstar.co.uk/uk/NSM
All resolutions presented to shareholders at today's Annual General Meeting were passed with a majority of votes. However, the Board recognises that there was a minority of votes opposing resolutions 3, 4 and 19.
While the Board is pleased that the resolutions have received shareholder approval, it also acknowledges the views of the shareholders who voted against. We have consulted with a number of shareholders and proxy advisor bodies during the year and again in recent weeks to discuss their concerns, in particular relating to the Strategic Share Incentive Plan (SSIP). From the feedback the Board has received in those discussions, it is clear that there remain concerns about the level of information around the possible strategic objectives and the size of the maximum potential award.
As a result, the Remuneration Committee reconfirms its intention not to use the SSIP in the current financial year. If and when it does decide to make any future award under the SSIP, it commits to consult fully with major shareholders and their representatives. This will include discussing the detailed rationale and strategic objectives with shareholders in advance. In addition, the Remuneration Committee commits to ensure that the award is such that the maximum achievable under the SSIP will not exceed the maximum achievable under the PSP.
The Board would like to reassure shareholders that it takes seriously its responsibilities to engage with them and take their views into account. We will assess the feedback we have received to inform future consultations.
Enquiries:
Alice Marsden Group General Counsel and Company Secretary 020 7294 7007 | Robin Tozer Group Head of Corporate Communications 020 7294 7031 |
Thomas Cook (TCG)