16 December 2024
Card Factory
plc
(the
"Company" or "cardfactory")
Update statement on 2024
Annual General Meeting ("AGM")
cardfactory, the UK's leading
specialist retailer of greeting cards, gifts and celebration
essentials, reports the outcome of the additional shareholder
consultation following the 2024 AGM.
At the Company's 2024 Annual General
Meeting ("AGM"), held on 20 June 2024, all resolutions were passed
with the requisite majority. However, the Company received more
than 20% of votes cast against the resolution to reappoint Paul
Moody, the Company's Chair.
In accordance with Provision 4 of
the UK Corporate Governance Code 2018, the Board sought
consultations with the 12 largest institutional shareholders,
holding (in aggregate) 60% of the company's issued share capital.
The four shareholders who engaged in this consultation all reported
that they supported the reappointment of Paul Moody. Since
the AGM, no engagement or explanation has been received from
shareholders who voted against Paul Moody's
reappointment.
The Board understands, from prior
shareholder feedback, that the diversity of the Board may result in
votes against the Chair's reappointment. At the time of reporting
the results and publication of the Annual Report and Accounts for
the year to 31 January 2024, the diversity of the Board fell short
of the recommendations in the Listing Rules.
The Board composition now comprises
33% women, including one in the Senior
Independent Director role.
The Board has recently re-assessed
the skills and experience of its members and consider this to be
appropriate for the Company's operations and strategic
objectives. The Board recognise the diversity of its
membership, across a range of criteria (of which gender and
ethnicity are part) and does not consider it to be in the interests
of shareholders to recruit an additional director solely to achieve
the 40% recommendation. The Board will keep all aspects of
experience and diversity under review.
Enquiries
Card
Factory plc
via Teneo (below)
Darcy Willson-Rymer, Chief Executive
Officer
Matthias Seeger, Chief Financial
Officer
Teneo
+44 (0) 207 353 4200
James Macey White / Jo
Blackshaw
cardfactory@teneo.com