TIDMGFRD
RNS Number : 3093F
Galliford Try Holdings PLC
13 November 2020
GALLIFORD TRY HOLDINGS PLC
Result of 2020 Annual General Meeting
Galliford Try Holdings plc is pleased to announce that all
resolutions were passed on a poll vote conducted at the Annual
General Meeting held today. The results of the poll vote are
detailed below.
As at the time of the meeting, the Company had 111,053,489
ordinary shares of 50 pence each in issue. As a vote withheld is
not a vote in law, the proportion of total votes cast for and
against each resolution excludes votes withheld.
Resolution Votes validly % of Votes for % Votes against % Withheld
cast ISC
1. Receiving the report and
financial statements 56,526,662 50.90 56,483,972 99.92 42,690 0.08 16,689
-------------- ------ ----------- ------ -------------- ------ ---------
2. Approval of the directors'
report on remuneration 56,485,273 50.86 36,394,526 64.43 20,090,747 35.57 58,078
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3. Approval of the directors'
remuneration policy 55,733,564 50.19 55,542,396 99.66 191,168 0.34 809,787
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4. Re-election of Bill Hocking 56,521,483 50.90 56,479,764 99.93 41,719 0.07 21,869
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5. Re-election of Andrew
Duxbury 56,523,454 50.90 56,359,500 99.71 163,954 0.29 19,898
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6. Re-election of Terry Miller 56,527,900 50.90 55,122,050 97.51 1,405,850 2.49 15,452
-------------- ------ ----------- ------ -------------- ------ ---------
7. Re-election of Gavin Slark 56,520,939 50.90 55,129,283 97.54 1,391,656 2.46 22,412
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8. Re-election of Marisa
Cassoni 56,523,626 50.90 55,151,473 97.57 1,372,153 2.43 19,726
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9. Re-election of Peter Ventress 56,518,066 50.89 54,682,588 96.75 1,835,478 3.25 25,285
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10. Re-appointment of auditor 56,526,292 50.90 56,474,096 99.91 52,196 0.09 17,060
-------------- ------ ----------- ------ -------------- ------ ---------
11. Authority to set remuneration
of the auditor 56,533,141 50.91 56,492,532 99.93 40,609 0.07 10,211
-------------- ------ ----------- ------ -------------- ------ ---------
12. Authority to allot shares 56,522,086 50.90 55,865,646 98.84 656,440 1.16 21,266
-------------- ------ ----------- ------ -------------- ------ ---------
13. Authority for political
expenditure 56,507,336 50.88 56,089,649 99.26 417,687 0.74 36,015
-------------- ------ ----------- ------ -------------- ------ ---------
14. Approval of the Savings-Related
Share Option Plan 56,516,825 50.89 56,452,921 99.89 63,904 0.11 26,527
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15. Authority to disapply
statutory pre-emption rights
for general purposes 56,517,447 50.89 56,374,787 99.75 142,660 0.25 25,905
-------------- ------ ----------- ------ -------------- ------ ---------
16. Authority to disapply
statutory pre-emption rights
for an acquisition or a specified
capital investment 56,519,147 50.89 56,364,903 99.73 154,244 0.27 24,204
-------------- ------ ----------- ------ -------------- ------ ---------
17. Authority for Company
to purchase its own shares 56,530,310 50.90 56,449,817 99.86 80,493 0.14 13,041
-------------- ------ ----------- ------ -------------- ------ ---------
18. Notice period for general
meetings 56,536,680 50.91 55,982,915 99.02 553,765 0.98 6,672
-------------- ------ ----------- ------ -------------- ------ ---------
Resolution 2 - Directors' Remuneration Report
The Board notes that while Resolution 2 to approve the
Directors' Remuneration Report was passed, 35.57% of shareholders
opposed this resolution. The Board and the Company remain committed
to continued engagement with shareholders and proxy advisors to
address concerns pertaining to directors' remuneration, and
discretion applied to executive bonus awards.
Following recent engagement on the Company's executive
remuneration arrangements with major shareholders and proxy
advisors prior to today's AGM, the Board understands that
shareholders' primary concern was the Finance Director's 2019/20
annual bonus where 50% was based on the disposal of the Group's
housebuilding divisions which completed in January 2020.
The Remuneration Committee's decision to base half of the
Finance Director's 2019/2020 annual bonus on the successful
completion of the corporate transaction reflected that this project
represented a significant proportion of the Finance Director's
duties and responsibilities in the 2019/20 financial year. This
approach was also within the scope of the Remuneration Policy in
force at that time. In making the award in respect of the disposal,
the Committee also had full regard to the Finance Director's wider
contribution and the underlying performance of the Group.
The Board will continue to engage with shareholders to ensure
their views are fully understood and considered and can be taken
into account by the Committee in the future. In line with the
provisions of the UK Corporate Governance Code, the Board will
provide an update on the views received and actions taken in
response no later than in six months' time.
In accordance with LR 9.6.2, copies of the relevant ordinary and
special resolutions passed at the meeting will be submitted to the
FCA's National Storage Mechanism and will be available to view at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Kevin Corbett General Counsel & Company Secretary, Galliford Try Holdings plc 01895 855001
Note to Editors
Galliford Try is a trading name of Galliford Try Holdings plc, a
leading UK construction group listed on the London Stock Exchange.
Operating as Galliford Try and Morrison Construction, the group
carries out building and infrastructure projects with clients in
the public, private and regulated sectors across the UK.
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