TIDMWIZZ
RNS Number : 6146V
Wizz Air Holdings PLC
24 July 2018
RESULT OF ANNUAL GENERAL MEETING
ALL ORDINARY AND SPECIAL RESOLUTIONS DULY PASSED
Geneva, 24 July 2017: Wizz Air Holdings Plc ("Wizz Air" or "the
Company") announces that at its annual general meeting ("AGM") held
earlier today, all ordinary and special resolutions were duly
passed. All the resolutions were decided by poll.
The results of the poll, incorporating proxy votes lodged in
advance of the meeting, can be found below. Further details of each
of the resolutions are contained in the notice of AGM which is
available at http://corporate.wizzair.com.
Resolution Votes For % Votes Against % Total Votes % of Issued Votes
Share Capital Withheld*
Voted
Ordinary resolutions
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
To receive the Company's
annual report and
accounts for the
financial year ended 31
March
2018 together with the
related directors' and
1 auditor's report. 53,148,317 99.10 482,833 0.90 53,631,150 73.06 641,498
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
2 To approve the 50,533,946 93.38 3,581,402 6.62 54,115,348 69.47 157,300
directors' remuneration
report for the financial
year ended 31 March 2018
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
3 To approve the 34,989,350 74.10 12,230,322 25.90 47,219,672 48.10 7,052,976
directors' remuneration
policy, as set out in
the directors'
remuneration report,
which takes effect
immediately after the
end of the AGM.
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
4 To re-elect William A. 46,571,759 90.31 4,996,062 9.69 51,567,821 64.02 2,704,827
Franke as a Director
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
5 To re-elect József 53,965,657 99.72 149,992 0.28 54,115,649 74.18 157,000
Váradi as a
Director
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
6 To re-elect Thierry de 53,695,245 99.22 420,403 0.78 54,115,648 73.81 157,000
Preux as a Director
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
7 To re-elect Thierry de 53,695,245 99.22 420,403 0.78 54,115,648 73.81 157,000
Preux as a Director
(Independent Shareholder
Vote)
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
8 To re-elect Guido 52,171,863 96.41 1,943,785 3.59 54,115,648 71.72 157,000
Demuynck as a Director
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
9 To re-elect Guido 52,155,405 96.38 1,960,243 3.62 54,115,648 71.70 157,000
Demuynck as a Director
(Independent Shareholder
Vote)
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
To re-elect Simon Duffy
10 as a Director 52,041,731 97.43 1,372,481 2.57 53,414,212 71.54 858,437
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
11 To re-elect Simon Duffy 52,041,731 97.43 1,372,481 2.57 53,414,212 71.54 858,437
as a Director
(Independent Shareholder
Vote)
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
To re-elect Susan Hooper
12 as a Director 53,856,166 99.52 259,483 0.48 54,115,649 74.03 157,000
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
13 To elect Susan Hooper as 53,856,166 99.52 259,483 0.48 54,115,649 74.03 157,000
a Director (Independent
Shareholder Vote)
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
14 To re-elect Stephen L. 53,337,570 99.72 150,234 0.28 53,487,804 73.32 784,845
Johnson as a Director
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
15 To re-elect John McMahon Resolution withdrawn
as a Director
--- ------------------------- --------------------------------------------------------------------------------------
16 To re-elect John McMahon Resolution withdrawn
as a Director
(Independent Shareholder
Vote)
--- ------------------------- --------------------------------------------------------------------------------------
17 To re-elect John R. 53,337,570 99.72 150,234 0.28 53,487,804 73.32 784,845
Wilson as a Director
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
To elect Barry Eccleston
18 as a Director 54,024,988 99.83 90,661 0.17 54,115,649 74.27 157,000
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
19 To elect Barry Eccleston 54,024,988 99.83 90,661 0.17 54,115,649 74.27 157,000
as a Director
(Independent Shareholder
Vote)
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
20 To re-appoint 51,803,585 96.47 1,893,878 3.53 53,697,463 71.21 575,185
PricewaterhouseCoopers
LLP as the Company's
auditors
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
21 To authorise the 46,607,256 86.80 7,090,207 13.20 53,697,463 64.07 575,185
directors and/or the
audit committee to agree
the auditors'
remuneration
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
22 To authorise the 47,122,185 87.08 6,993,463 12.92 54,115,648 64.78 157,000
directors to allot
shares or grant rights
to subscribe for or to
convert
any security into shares
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
Special Resolution
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
Disapplication of
23 pre-emption rights. 53,873,029 99.55 242,620 0.45 54,115,649 74.06 157,000
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
24 Disapplication of 48,614,368 89.83 5,501,280 10.17 54,115,648 66.83 157,000
pre-emption rights in
connection with an
acquisition or specified
capital
investment
--- ------------------------- ----------- ------ -------------- ------ ------------ -------------- -----------
*A vote withheld is not a vote in law and is not counted towards
votes cast "For" or "Against" a resolution.
While pleased that shareholders have approved all resolutions
proposed at the 2018 AGM, including strong support for our 2018
remuneration report, the Board notes a significant minority vote
against the resolution to approve our Remuneration Policy
(resolution 3). As outlined in our annual report, the remuneration
policy is largely unchanged from the previous policy approved at
the 2015 AGM. However, the Remuneration Committee has introduced
recovery provisions (clawback and malus) for all variable
remuneration and will now also have the power to implement
shareholding guidelines, mandatory bonus deferral and an additional
LTIP post-vesting holding period during the lifetime of the
policy.
The Board and the Remuneration Committee have engaged
extensively with shareholders and proxy advisors and have gained a
clear insight into the reasons for the number of votes registered
against Resolution 3, which primarily relate to the absence of the
structural features outlined. The Remuneration Committee recognises
that, at certain companies, the absence of those features may be a
cause for concern. However at Wizz Air, the sole executive director
- the CEO and Co-founder - owns shares currently valued at
approximately GBP 69 million (circa 115 times salary). This holding
ensures strong alignment between the interests of the CEO and those
of shareholders.
The Remuneration Committee will, as a matter of course, continue
to keep such features and shareholder feedback under close review,
while maintaining a philosophy of simplicity and low cost which has
been very effective in driving strong performance and delivering
shareholder value.
In accordance with paragraph 9.2.2E of the Listing Rules, the
resolutions to re-elect Thierry de Preux, Guido Demuynck, Simon
Duffy and Susan Hooper as directors of the Company were approved by
(a) the shareholders of the Company (resolutions 6, 8, 10, and 12)
and (b) the independent shareholders of the Company (resolutions 7,
9, 11, and 13).
As announced to the market, John McMahon retired as a Director
prior to the meeting with immediate effect. Resolutions 15 and 16
dealt with the re-election of John McMahon as a Director and were
therefore redundant and would, if passed, be ineffective. They were
therefore withdrawn at the meeting.
In accordance with paragraph 9.6.2R of the Listing Rules, a copy
of the special resolution approved at the AGM has been forwarded to
the Financial Conduct Authority for publication through the
Document Viewing Facility and will be accessible via the National
Storage Mechanism website (www.hemscott.com/nsm.do).
The total voting rights of the Company as at 1:00 p.m. on 20
July 2018, being the day on which shareholders had to be on the
Company's shareholder register in order to be eligible to vote, was
72,746,171.
The AGM results will also be made available on the Company's
website: http://corporate.www.wizzair.com.
- Ends-
ABOUT WIZZ AIR
Wizz Air is the largest low-cost airline in Central and Eastern
Europe, operates a fleet of 104 Airbus A320 and Airbus A321
aircraft, and offers more than 600 routes from 25 bases, connecting
142 destinations across 44 countries. At Wizz Air, a team of more
than 4,000 aviation professionals delivers superior service and
very low ticket prices making Wizz Air the preferred choice of over
30 million passengers in the past 12 months. Wizz Air is listed on
the London Stock Exchange under the ticker WIZZ and is included in
the FTSE 250 and FTSE All-Share Indices. Wizz Air is registered
under the International Air Transport Association (IATA),
Operational Safety Audit (IOSA), the global benchmark in airline
safety recognition. The company was recently named 2017 - European
Airline of the Year by Aviation 100, a renown annual publication
that recognizes the year's most outstanding performers in the
aerospace industry.
For more information:
Investors: Balint Veres, Wizz Air: + 36 1 777 9349
Media: Sorina Ratz, Wizz Air: + 36 1 777 9304
Edward Bridges / Jonathan Neilan, FTI
Consulting LLP: + 44 20 3727 1000
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END
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