RS Group PLC 2022 AGM Vote Outcome Update Statement (6692M)
January 13 2023 - 3:00AM
UK Regulatory
TIDMRS1
RNS Number : 6692M
RS Group PLC
13 January 2023
13 January 2023
RS GROUP PLC
2022 AGM VOTE OUTCOME UPDATE STATEMENT
RS Group plc (the "Company") today provides an update in respect
of the results of its Annual General Meeting ("AGM") held on 14
July 2022. At the Company's AGM, all resolutions were duly passed
by poll with the requisite majority. The Board notes that the
resolution in respect of the Remuneration Policy received a vote of
more than 20% against (as a percentage of total number of votes
cast). The votes cast in favour of this resolution was 60.77%.
In advance of the 2022 AGM, the Company undertook an extensive
multi-phased consultation process with over 20 major shareholders
(representing around 80% of the register) in respect of the
proposed changes to the Remuneration Policy, and in particular the
one-off Journey to Greatness long-term incentive award ("J2G
LTIP"). Through the consultation process, we received valuable
feedback and insights from all those we spoke to, with much of this
directly influencing the shape of the final proposals (for example
- on the J2G LTIP performance measures framework). The shareholders
who did raise concerns were primarily focused on the potential
maximum quantum under the J2G LTIP and actions required to deliver
the maximum pay out awards possible.
The Committee and the Board believe it is important to align the
remuneration for our top leaders and the wider workforce with our
high-performance, purpose-led culture and strategy and the outcomes
experienced by all stakeholders. We firmly believe that the
introduction of the J2G LTIP under the 2022 Remuneration Policy
provides an effective framework to incentivise senior leadership to
deliver truly exceptional performance which would deliver
significant sustained and value creative growth and is right for
our business and its stakeholders, including our people, customers
and shareholders, at this stage in the Group's evolution. Whilst
recognising that there are wider social sensitivities with regard
to potential quantum, the Committee remains committed to ensuring
that any payments under the J2G LTIP reflect the delivery of
exceptional and very stretching stakeholder outcomes and retains
the discretion to adjust awards if they are not deemed appropriate
in the circumstances.
Further to the announcement made on 16 December 2022 regarding
Lindsley Ruth stepping down as Chief Executive Officer, we have
confirmed that all J2G LTIP awards held by Lindsley have lapsed in
full.
We would like to thank shareholders that took part in the
engagement process and value the feedback provided. As part of our
ongoing commitment to open and ongoing dialogue, a follow up
engagement process is being conducted, where shareholders have been
offered the chance to further share perspectives on the
Remuneration Policy and maintain a dialogue on investor attitudes
to remuneration. A further update will be provided in the 2022/23
Directors' Remuneration Report.
Enquiries:
Lucy Sharma, VP Investor Relations RS Group plc 020 7239 8427
Martin Robinson / Olivia Peters Tulchan Communications 020 7353 4200
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