TIDMPAGE
RNS Number : 6026H
PageGroup plc
08 June 2017
Date: 8 June 2017
PageGroup plc
Results of AGM
All resolutions proposed at the Annual General Meeting of
PageGroup held on 8 June 2017 were passed by shareholders. The poll
voting results were as follows:-
Resolution Votes For Votes Against Votes Total Votes
Withheld cast
(excluding
Withheld)
---------------- ---------------------- ---------------------
% of % of
No of shares No of shares No of
shares voted shares voted shares
---------------- ------------ -------- -----------
1 Directors'
Report and
Accounts 243,950,219 99.54% 1,116,367 0.46% 1,605,403 245,066,586
------------ -------- -----------
2 Directors'
Remuneration
Report (other
than the
Remuneration
Policy) 239,274,272 97.00% 7,397,717 3.00% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
3 Directors'
Remuneration
Policy 163,167,784 66.18% 83,370,082 33.82% 134,123 246,537,866
------------ -------- ----------- -------- ---------- ------------
4 Approval
of the Final
Dividend 246,671,989 100.00% 0 0.00% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
5 Re-elect
David Lowden 245,837,642 99.66% 834,347 0.34% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
6 Re-elect
Simon Boddie 246,065,747 99.75% 606,242 0.25% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
7 Re-elect
Patrick De
Smedt 242,608,760 98.35% 4,063,229 1.65% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
8 Re-elect
Danuta Gray 242,698,950 98.39% 3,973,039 1.61% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
9 Re-elect
Steve Ingham 246,241,338 99.83% 430,651 0.17% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
10 Re-elect
Kelvin Stagg 240,260,142 97.40% 6,411,847 2.60% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
11 Elect
Michelle
Healy 246,305,831 99.85% 366,158 0.15% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
12 Reappoint
Ernst & Young
LLP 240,679,463 99.24% 1,833,504 0.76% 4,159,022 242,512,967
------------ -------- ----------- -------- ---------- ------------
13 Auditor's
Remuneration 244,790,039 99.24% 1,881,950 0.76% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
14 Authority
to Allot
Shares 225,876,254 91.62% 20,661,612 8.38% 134,123 246,537,866
------------ -------- ----------- -------- ---------- ------------
15 Political
Donations and
Expenditure 246,479,465 99.97% 84,205 0.03% 108,319 246,563,670
------------ -------- ----------- -------- ---------- ------------
16
Disapplication
of Pre-emption
Rights 243,616,001 98.81% 2,921,865 1.19% 134,123 246,537,866
------------ -------- ----------- -------- ---------- ------------
17 Power to
Buy Back
Shares
in the Market 242,829,644 98.55% 3,563,285 1.45% 279,060 246,392,929
------------ -------- ----------- -------- ---------- ------------
18 Notice of
General
Meetings 237,682,906 96.36% 8,989,083 3.64% 0 246,671,989
------------ -------- ----------- -------- ---------- ------------
19 Approval
of the Rules
of the
Executive
Single
Incentive
Plan 170,579,801 69.22% 75,868,065 30.78% 134,123 246,447,866
------------ -------- ----------- -------- ---------- ------------
Resolutions 16, 17 and 18 were proposed as Special
Resolutions.
The votes withheld are not a vote in law and not counted in the
calculation of votes 'for' or 'against' a resolution.
The total number of shares in issue as at 8 June 2017 is
326,587,784.
The Board notes that whilst Resolution 3 (approval of the
Directors' Remuneration Policy) and Resolution 19 (approval of the
Rules of the Executive Single Incentive Plan ("ESIP")) were passed
with the requisite majority, there were a significant number of
votes cast against both resolutions. PageGroup engaged extensively
with its major shareholders, as well as ISS and The Investment
Association, to understand their views on the proposed Remuneration
Policy and the ESIP. As part of that consultation process we took
account of our shareholders' feedback and made modifications to the
proposed ESIP, which forms the central part of the new Remuneration
Policy.
We thank those shareholders who voted in favour of the
resolutions and those who have already explained their reasons for
not supporting the resolutions. The Board feels strongly that the
Remuneration Policy is an important part of its strategy and will
help drive performance at PageGroup through clear, simple and
transparent executive remuneration, linked to strategic, financial
and non-financial targets. It was disappointed with the level of
the vote, especially following the constructive and generally
supportive consultation process. The Company acknowledges this
outcome and will continue its dialogue with shareholders.
Special Business
The Resolutions set out below were duly passed as special
business:
Resolution 14 - Authority to Allot Shares
THAT the Directors be and they are hereby generally and
unconditionally authorised in accordance with section 551 of the
Companies Act 2006 (the 'Act') to exercise all the powers of the
Company to allot shares in the Company and to grant rights to
subscribe for, or to convert any security into, shares in the
Company ('Rights') up to an aggregate nominal amount of
GBP1,086,676.51, provided that this authority shall expire at the
conclusion of the next Annual General Meeting of the Company or, if
earlier, on 8 September 2018, save that the Company shall be
entitled to make offers or agreements before the expiry of such
authority which would or might require shares to be allotted or
Rights to be granted after such expiry and the Directors shall be
entitled to allot shares and grant Rights pursuant to any such
offer or agreement as if this authority had not expired; and all
unexercised authorities previously granted to the Directors to
allot shares and grant Rights be and are hereby revoked.
Resolution 15 - Donations to Political Organisations and
Political Expenditure
THAT in accordance with sections 366 and 367 of the Companies
Act 2006 (the 'Act') the Company, and all companies that are
subsidiaries of the Company at the date on which this Resolution 15
is passed or during the period when this Resolution 15 has effect,
be generally and unconditionally authorised to:
(a) make political donations to political parties (or
independent election candidates) as defined in the Act, not
exceeding GBP25,000 in total;
(b) make political donations to political organisations other
than political parties, as defined in the Act, not exceeding
GBP25,000 in total; and
(c) incur political expenditure, as defined in the Act, not exceeding GBP25,000 in total;
during the period commencing on the date of passing this
Resolution 15 and shall expire at the conclusion of the next Annual
General Meeting of the Company, or if earlier, on 8 September 2018
provided that the authorised sum referred to in paragraphs (a), (b)
and (c) above, may be comprised of one or more amounts in different
currencies which, for the purposes of calculating the said sum,
shall be converted into Pounds Sterling at the exchange rate
published in the London edition of the Financial Times on the date
on which the relevant donation is made or expenditure incurred (or
the first business day thereafter) or, if earlier, on the day on
which the Company enters into any contract or undertaking in
relation to the same provided that, in any event, the aggregate
amount of political donations and political expenditure made or
incurred by the Company and its subsidiaries pursuant to this
Resolution 15 shall not exceed GBP75,000.
Resolution 16 - Disapplication of Pre-emption Rights
THAT the Directors be and they are hereby empowered pursuant to
sections 570 and 573 of the Companies Act 2006 (the 'Act') to allot
equity securities (within the meaning of section 560 of the Act)
for cash either pursuant to the authority conferred by Resolution
14 above or by way of a sale of treasury shares as if section
561(1) of the Act did not apply to any such allotment provided that
this power shall be limited to:
(a) the allotment of equity securities in connection with an
offer of securities in favour of the holders of ordinary shares on
the register of members at such record date as the Directors may
determine where the equity securities respectively attributable to
the interests of the ordinary shareholders are proportionate (as
nearly as may be practicable) to the respective numbers of ordinary
shares held or deemed to be held by them on any such record date,
subject to such exclusions or other arrangements as the Directors
may deem necessary or expedient to deal with treasury shares,
fractional entitlements or legal or practical problems arising
under the laws of any overseas territory or the requirements of any
regulatory body or stock exchange or by virtue of shares being
represented by depositary receipts or any other matter; and
(b) the allotment (otherwise than pursuant to sub-paragraph (a)
of this Resolution 16) to any person or persons of equity
securities up to an aggregate nominal amount of GBP163,001.47,
and shall expire upon the expiry of the general authority
conferred by Resolution 14 above, save that the Company shall be
entitled to make offers or agreements before the expiry of such
power which would or might require equity securities to be allotted
after such expiry and the Directors shall be entitled to allot
equity securities pursuant to any such offer or agreement as if the
power conferred hereby had not expired.
Resolution 17 - Power to Buy Back Shares in the Market
THAT the Company be generally and unconditionally authorised to
make market purchases (within the meaning of section 693(4) of the
Companies Act 2006 (the 'Act')) of ordinary shares of 1p each of
the Company on such terms and in such manner as the Directors may
from time to time determine, provided that:
(a) the maximum number of ordinary shares hereby authorised to
be acquired is 32,600,295 representing 10% of the issued ordinary
share capital of the Company as at 7 April 2017;
(b) the minimum price which may be paid for each ordinary share is 1p;
(c) the maximum price which may be paid for any such ordinary
share is an amount equal to 105% of the average of the middle
market quotations for an ordinary share in the Company as derived
from The London Stock Exchange Daily Official List for the five
business days immediately preceding the day on which such share is
contracted to be purchased;
(d) the authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting or 8 September 2018
whichever is earlier unless previously renewed, varied or revoked
by the Company in general meeting; and
(e) the Company may make a contract to purchase its ordinary
shares under the authority hereby conferred prior to the expiry of
such authority, which contract will or may be executed wholly or
partly after the expiry of such authority, and may purchase its
ordinary shares in pursuance of any such contract.
Resolution 18 - Notice of General Meetings
THAT a general meeting, other than an annual general meeting,
may be called on not less than 14 business days' notice.
Resolution 19 - Executive Single Incentive Plan
THAT
(a) the rules of the Executive Single Incentive Plan (the
'Plan'), in the form produced to the Meeting and initialled by the
Chairman for the purpose of identification, be and are hereby
approved; and
(b) the Directors of the Company be and are hereby authorised to
establish further plans based on the Plan for the benefit of
directors and employees of the Company and/or its subsidiaries who
are located outside the United Kingdom, with such modifications as
may be necessary or desirable in order to take account of local
tax, exchange control or securities laws as they consider
appropriate provided that any ordinary shares made available under
such plans shall be treated as counting against any individual or
overall limits contained in the Plan.
In accordance with Listing Rule 9.6.2 copies of the resolutions,
other than those relating to ordinary business, will be submitted
to the National Storage Mechanism and will be available shortly for
inspection at www.morningstar.co.uk/uk/NSM
Enquiries:
Elaine Marriner, Company Secretary 01932 264148
This information is provided by RNS
The company news service from the London Stock Exchange
END
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