TIDMMER
RNS Number : 4170R
Mears Group PLC
29 June 2020
29 June 2020
Mears Group PLC
("Mears")
Result of AGM
Mears Group PLC held its Annual General Meeting ("AGM") earlier
today.
In summary, Resolutions 1 to 17 and Resolution 19 were duly
passed on a poll and Resolution 18 was not passed on a poll. The
results of each resolution are as follows:
Resolution Votes For Votes Against Votes withheld Total votes Percentage
cast of issued
share capital
voted (%)
1 To receive and adopt
the Directors' and
Auditor's Reports
and Audited Accounts
for the year ended
31 December 2019 83,996,964 451,191 46 84,448,155 76.4%
----------- -------------- --------------- ------------ ---------------
2 To approve the Remuneration
policy 58,127,776 26,079,580 383,371 84,207,356 76.2%
----------- -------------- --------------- ------------ ---------------
3 To approve the Remuneration
report 62,521,479 17,237,114 4,715,289 79,758,593 72.2%
----------- -------------- --------------- ------------ ---------------
4. To approve the
Long-Term Incentive
Plan 66,618,893 17,964,291 7,543 84,583,184 76.5%
----------- -------------- --------------- ------------ ---------------
5 To re-appoint Grant
Thornton UK LLP as
auditor of the Company 76,758,648 7,199,340 632,739 83,957,988 76.0%
----------- -------------- --------------- ------------ ---------------
6 To authorise the
Directors to fix the
remuneration of the
auditor 84,383,531 82,008 859 84,465,539 76.4%
----------- -------------- --------------- ------------ ---------------
7 To elect Kieran
Murphy 69,590,260 14,854,582 3,359 84,444,842 76.4%
----------- -------------- --------------- ------------ ---------------
8 To re-elect David
Miles 69,595,123 14,849,720 3,359 84,444,843 76.4%
----------- -------------- --------------- ------------ ---------------
9 To re-elect Andrew
Smith 69,532,339 14,912,504 3,359 84,444,843 76.4%
----------- -------------- --------------- ------------ ---------------
10 To re-elect Alan
Long 69,597,123 14,847,720 3,359 84,444,843 76.4%
----------- -------------- --------------- ------------ ---------------
11 To re-elect Geraint
Davies 63,257,594 14,880,542 6,452,592 78,138,136 70.7%
----------- -------------- --------------- ------------ ---------------
12 To re-elect Julia
Unwin 69,600,866 14,843,977 3,359 84,444,843 76.4%
----------- -------------- --------------- ------------ ---------------
13 To re-elect Roy
Irwin 67,242,120 17,202,723 3,359 84,444,843 76.4%
----------- -------------- --------------- ------------ ---------------
14 To elect Jim Clarke 69,972,366 14,472,477 3,359 84,444,843 76.4%
----------- -------------- --------------- ------------ ---------------
15 To elect Chris
Loughlin 69,600,866 14,469,977 377,359 84,070,843 76.1%
----------- -------------- --------------- ------------ ---------------
16 To authorise the
Directors to allot
relevant securities
generally pursuant
to Section 551 of
the Companies Act
2006 63,154,288 21,293,168 746 84,447,456 76.4%
----------- -------------- --------------- ------------ ---------------
17 To authorise the
Directors to allot
relevant securities
pursuant to Section
570 of the Companies
Act 2006 in connection
with a rights issue,
open offer or other
offer of securities 67,229,349 17,218,307 546 84,447,656 76.4%
----------- -------------- --------------- ------------ ---------------
18 To authorise the
Directors to allot
relevant securities
pursuant to Section
570 of the Companies
Act 2006 for the purpose
of financing an acquisition
or other capital investment 60,942,010 23,505,645 546 84,447,655 76.4%
----------- -------------- --------------- ------------ ---------------
19 To authorise the
holding of general
meetings on 14 clear
days' notice 69,382,467 15,208,215 46 84,590,682 76.6%
----------- -------------- --------------- ------------ ---------------
Notes:
(i) Votes 'For' include those votes giving the Chairman discretion.
(ii) The number of ordinary shares in issue on 29 June 2020 was
110,503,167. Shareholders are entitled to one vote per share.
(iii) A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes validly cast.
Full details of the resolutions are set out in the Notice of
Annual General Meeting dated 5 June 2020, which is available on the
Company's website at
https://www.mearsgroup.co.uk/downloads/download/6/meetings-and-voting
.
Resolutions 1 to 16 were ordinary resolutions, requiring more
than 50 per cent. of shareholders' votes to be cast in favour of
the resolutions. Resolutions 17 to 19 were special resolutions,
requiring at least 75 per cent. of shareholders' votes to be cast
in favour of the resolutions.
In accordance with the 2018 UK Corporate Governance Code, the
Board notes that Resolutions 2 and 3 (concerning the approval of
the remuneration policy and the approval of the remuneration
report); Resolution 4 (concerning the approval of the LTIP);
Resolution 13 (concerning the re-election of Roy Irwin) received
20% or more votes against the Board's recommendation. The
Remuneration Committee engaged in extensive consultation with
shareholders over the drafting of the Remuneration Policy and
refined the policy in line with the feedback received. Many
shareholders shared their areas of views and we considered these
issues closely as part of our overall review of the policy, making
some important changes to our policy as a result. We will continue
to monitor evolving views and market practice and intend to consult
again with shareholders over the LTIP performance measures.
The Board notes that Resolutions 16 to 18 also received 20% or
more votes against the Board's recommendation. Resolution 18 did
not meet the threshold to be passed as a special resolution. These
resolutions are consistent with the latest investor guidelines.
Following shareholder discussions during the previous year, the
Board understands that some shareholders vote against these
resolutions as a matter of policy. The Board remains committed to
continuing an open and transparent dialogue and will accordingly,
seek to continue to engage with those shareholders.
A copy of all the resolutions passed at the Annual General
Meeting has been submitted to the Financial Conduct Authority via
the National Storage Mechanism and will shortly be available for
inspection.
For further information, contact:
Mears Group PLC
Ben Westran, Company Secretary Tel: +44(0)1452 634600
Andrew Smith, Finance Director Tel: +44(0)7712 866 461
www.mearsgroup.co.uk
Notes for editors
Mears currently employs around 7,500 people and provides
services in every region of the UK. In partnership with our Housing
clients, we maintain, repair and upgrade the homes of hundreds of
thousands of people in communities from remote rural villages to
large inner-city estates. Mears has extended its activities to
provide broader housing solutions to solve the challenge posed by
the lack of affordable housing and to provide accommodation and
support for the most vulnerable.
We focus on long-term outcomes for people rather than short-term
solutions and invest in innovations that have a positive impact on
people's quality of life and on their communities' social, economic
and environmental wellbeing. Our innovative approaches and market
leading positions are intended to create value for our customers
and the people they serve while also driving sustainable financial
returns for our providers of capital, especially our
shareholders.
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END
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