Hyve Group PLC Announcement of Results of General Meeting (1511Q)
October 25 2021 - 5:26AM
UK Regulatory
TIDMHYVE
RNS Number : 1511Q
Hyve Group PLC
25 October 2021
25 October 2021
Hyve Group plc
(the "Company")
Announcement of Results of General Meeting
A General Meeting of Hyve Group plc was held at 9.00am on Monday
25 October 2021. All resolutions were duly passed by
shareholders.
Resolution(1) For(2) Against Votes Withheld(3)
1. Approve the Directors Remuneration
Policy 156,407,562 51,565,240 37,382
------------ ----------- ------------------
2. Approve the Hyve Group Value
Creation Plan 156,728,152 51,246,184 35,848
------------ ----------- ------------------
(1) Each resolution was passed by way of a poll and the table
above shows the votes cast by poll or by proxy at the
General Meeting.
(2) Includes those votes giving the Chairman discretion.
(3) A 'vote withheld' is not a vote in law and is not counted
towards the votes cast 'for' or 'against' a resolution.
The Company's issued share capital as at 25 October 2021 was
265,128,107 ordinary shares. Proxies appointing the Chairman of the
meeting were received from shareholders of 207,974,336 shares
representing 78.44% of the issued share capital.
A copy of the resolutions passed at the General Meeting has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The Board was pleased to note that the majority of shareholders
voted in support of the Directors' Remuneration Policy (Resolution
1) and the adoption of the Value Creation Plan (Resolution 2).
Accordingly, the Policy will take effect for three years and awards
will shortly be made under the Value Creation Plan.
However, the Board acknowledges that ca. 25% of shareholders
were unable to support the Policy and the Plan. Prior to the
General Meeting, the Remuneration Committee consulted extensively
with Hyve's largest shareholders on the proposed design and
received valuable feedback. A number of amendments were made to the
original proposal in response to shareholder feedback, notably
setting the VCP base hurdle rate at the top end of the proposed
range under discussion, and the creation of a two-tier hurdle
approach, delivering a reduced pool size for more modest growth
rates and higher payouts for higher levels of shareholder returns.
A significant majority of shareholders consulted with supported the
amendments to the design, and welcomed the good governance features
in the Plan, including the discretionary underpin, malus and
clawback provisions, the cap on the number of shares released under
the Plan, and the fixed starting VCP base price being no lower than
GBP1.30. As a result, at the end of the engagement process, a
significant majority of the shareholders consulted confirmed their
intention to support the resolutions at the GM. However, the Board
acknowledges and recognises that given the Company's diverse
shareholder base, together with the nature of the proposals, there
were a significant number of shareholders who did not feel able to
support our Policy and the Plan.
The Board values the input from our shareholders, and we are
committed to maintaining a dialogue on remuneration matters. We
will seek to engage with shareholders who did not support the
resolutions in the coming months, to further understand their
concerns and their reasons for the votes against the Policy and the
Plan. An update will be provided within six months of the General
Meeting.
For further information please contact:
Hyve Group plc
Jared Cranney, Company Secretary +44 (0)20 3545 9400
FTI Consulting
Charles Palmer / Chris Birt
/ Jamille Smith / Tom Blundell +44 (0)20 3727 1000
About Hyve Group plc
Hyve Group plc is a next-generation global events business whose
purpose is to bring together entire sector ecosystems from all
corners of the globe. We meet our customer needs to learn, network
and trade via both market leading in-person and online events. Hyve
Group plc is all about globally consistent best practice and
unrivalled quality. Our vision is to create the world's leading
portfolio of content-driven, must-attend events delivering an
outstanding experience and ROI for our customers. Hyve's market
leading portfolio of global brands include: Shoptalk, Spring Fair,
MosBuild, Bett, Mining Indaba and recently acquired Retail Meetup,
a ground-breaking digital platform enabling online networking and
trade to take place at scale.
Where business is personal, where meetings move markets and
where today's leaders inspire tomorrow's.
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