TIDMZPG
RNS Number : 3522D
ZPG PLC
30 January 2018
30 January 2018
ZPG PLC
The Board of ZPG Plc (the "Company") announces the results of
the polls taken on all resolutions at the Annual General Meeting of
the Company, held earlier today. All resolutions were approved by
substantial majorities, ranging from 68.04% to 100%. Full details
of the poll results are set out below and will also be available on
the Company's corporate website: www.zpg.co.uk.
Resolution Votes % Votes % Total Shares % Of Issued Votes
For (i) For Against Against Voted Share Withheld
Capital (iii)
Voted
(ii)
---------------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To consider and adopt
the Company's
financial
statements for the
financial
year ended 30
September
2017 together with the
Directors' reports and
the Independent
Auditor's
report on those
1 accounts. 371,518,300 91.31 35,344,661 8.69 406,862,961 92.71% 5,323,418
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To approve the
Directors'
Remuneration Report
for
the year ended 30
September
2017, excluding the
Directors'
Remuneration Policy,
contained in the
Annual
2 Report. 306,240,188 74.44 105,163,535 25.56 411,403,723 93.74% 782,656
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To approve the revised
Directors'
Remuneration
3 Policy. 280,043,872 68.06 131,432,730 31.94 411,476,602 93.76% 709,439
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To approve and declare
a final dividend of
3.8
pence per ordinary
share
in respect of the year
ended 30 September
4 2017. 412,186,041 100.00 0 0.00 412,186,041 93.92% 0
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To re-elect Mike Evans
as a Director of the
5 Company. 355,170,628 96.97 11,106,181 3.03 366,276,809 83.46% 45,909,232
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To re-elect Alex
Chesterman
as a Director of the
6 Company. 411,667,810 99.87 517,524 0.13 412,185,334 93.92% 1,045
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To re-elect Andy Botha
as a Director of the
7 Company. 411,980,933 99.95 204,063 0.05 412,184,996 93.92% 1,045
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To re-elect Duncan
Tatton-Brown
as a Director of the
8 Company. 400,695,918 97.40 10,680,025 2.60 411,375,943 93.73% 810,098
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To re-elect Sherry
Coutu
as a Director of the
9 Company. 331,300,986 87.91 45,574,794 12.09 376,875,780 85.87% 35,310,259
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To re-elect Vin Murria
as a Director of the
10 Company. 401,461,505 97.40 10,723,491 2.60 412,184,996 93.92% 1,045
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To re-elect Robin
Klein
as a Director of the
11 Company. 411,980,933 99.95 204,063 0.05 412,184,996 93.92% 1,045
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To re-elect Grenville
Turner as a Director
12 of the Company. 400,611,161 97.19 11,573,835 2.81 412,184,996 93.92% 1,045
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To re-elect James
Welsh
as a Director of the
13 Company. 411,053,518 99.73 1,127,594 0.27 412,181,112 93.92% 4,929
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To elect Lord
Rothermere
as a Director of the
14 Company. 411,053,518 99.73 1,127,594 0.27 412,181,112 93.92% 4,929
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To reappoint Deloitte
as the Company's
auditor
to hold office from
the
conclusion of the
Annual
General Meeting until
the conclusion of the
next meeting at which
accounts are laid
before
15 the Company. 411,300,484 100.00 2,272 0.00 411,302,756 93.72% 883,285
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To authorise the
Directors
to agree the
remuneration
16 of the auditor. 412,184,996 100.00 0 0.00 412,184,996 93.92% 1,045
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To give a general
power
and authority to the
Directors to allot
17 shares. 379,640,122 92.10 32,545,212 7.90 412,185,334 93.92% 1,045
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To give a general
power
and authority to the
Directors to dis-apply
18 pre-emption rights. 412,179,207 100.00 4,562 0.00 412,183,769 93.92% 2,272
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To give authority to
the Directors to
dis-apply
additional pre-emption
19 rights. 406,276,250 98.57 5,907,501 1.43 412,183,751 93.92% 2,290
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To authorise the
Company
generally to make
market
purchases of its own
20 ordinary shares. 411,360,854 99.80 822,912 0.20 412,183,766 93.92% 2,613
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To authorise a waiver
of the obligation that
may arise for DMGZL to
make a general offer
for the entire issued
share capital of the
Company as a result of
purchases by the
Company
of ordinary shares
pursuant
to the authority to
make
market purchases under
Resolution 20 (without
21 DMGZL's vote) 173,971,953 70.72 72,020,889 29.28 245,992,842 56.05% 35,239,907
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To authorise the
Company
to make political
22 donations. 411,278,917 99.78 903,375 0.22 412,182,292 93.92% 3,749
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To approve an
extension
to the existing Value
23 Creation Plan. 280,453,700 68.04 131,726,752 31.96 412,180,452 93.92% 5,589
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
To authorise the
calling
of general meetings,
other than an annual
general meeting, on
not
less than 14 clear
days'
24 notice. 409,816,922 99.43 2,369,119 0.57 412,186,041 93.92% 0
--- ----------------------- ------------ ------- ------------ --------- ------------- ------------ -----------
Resolution 2 - Approval of the Remuneration Report
In response to the voting result, ZPG Remuneration Committee
Chair, Sherry Coutu said:
"I am pleased shareholders have approved the Remuneration
Report. The level of voting for the resolution demonstrated strong
support from the Company's shareholders. However a significant
minority of shareholders voted against the report. The Committee
will engage with dissenting shareholders to discuss their concerns.
It is the Committee's initial understanding that some shareholders
were concerned with the level of salary rise to our CFO, Andy
Botha, of 16.4%. The increase for the CFO encompassed the annual
adjustment for all employees of 6% plus ongoing adjustment to bring
the CFO's salary in line with ZPG's targeted market positioning as
he grows in the role and based on his performance to date. The
Committee prudently set his salary materially below the market on
appointing him to the position to reflect his lack of experience as
a FTSE 250 CFO. The changes made by the Committee to his
remuneration over the previous two financial years are to bring his
remuneration more in line with the market as he gains experience
and based on his excellent performance in the role since
appointment."
Resolution 3 - Approval of a revised Remuneration Policy to
include the amended VCP
Resolution 23 - Approval of the amendment to the VCP
In response to the voting results, ZPG Remuneration Committee
Chair, Sherry Coutu said:
"I am pleased shareholders have approved these remuneration
resolutions, enabling the Company to continue to retain and
incentivise our highly entrepreneurial and creative CEO Alex
Chesterman, the founder of the Company, for the next period. The
feedback from the consultation with shareholders prior to the AGM
notice being published demonstrated strong support from the
Company's top shareholders. The Remuneration Committee, through the
extensive shareholder consultation exercise, knows why certain
shareholders voted against the resolutions. The principal reason
was that some shareholders disagreed with the Remuneration
Committee's view that the maximum potential opportunity under the
extended VCP was necessary to incentivise and retain the Company's
unique CEO and some disagreed with the VCP structure as a matter of
principal. The Remuneration Committee will re-engage with
dissenting shareholders to discuss further their concerns and
explore how in operating the VCP they may be addressed, whilst not
prejudicing the success of the Company or jeopardizing the majority
shareholder view."
In relation to Resolutions 2, 3 and 23 the Company will provide
an update on its engagement with shareholders which will be set out
in an RNS Announcement within six months of the meeting with the
final summary set out in next year's Annual Report on
Remuneration.
Resolution 21 - To authorise a waiver of the obligation that may
arise for DMGZL to make a general offer for the entire issued share
capital of the Company as a result of purchases by the Company
pursuant to Resolution 20.
In response to the voting results, Mike Evans, Chairman of ZPG
said:
"Our ability to choose the best capital returns policy for
shareholders and maximise shareholder value would be limited
without the approval of this resolution, as without the waiver in
place, if we decided to perform a buyback, either we would have to
ensure DMGT participate in it fully to prevent an increase in
holding, or have to get a waiver at that stage, including calling a
GM. By having the waiver approved now, it simply keeps the options
open for the Company. The Company will now engage with dissenting
shareholders to discuss their concerns."
Notes:
(i) Votes 'For' include those votes giving the Chairman
discretion.
(ii) On 26 January 2018 there were 438,878,839 shares in issue
with the right to vote.
(iii) The votes 'Withheld' are not counted towards the votes
cast 'For' or 'Against' at the Annual General Meeting.
Full details of the resolutions were set out in the Notice of
Annual General Meeting, dated 13 December 2017.
Resolutions 1 to 17 and 21 to 23 were ordinary resolutions,
requiring more than 50% of shareholders' votes to be cast 'For' the
resolutions.
Resolutions 18 to 20 and 24 were special resolutions, requiring
at least 75% of shareholders' votes to be cast 'For' the
resolutions.
Copies of all the resolutions passed, other than ordinary
business, have been submitted to the National Storage Mechanism and
will soon be available for inspection at
www.hemscott.com/nsm.do.
ENDS
This information is provided by RNS
The company news service from the London Stock Exchange
END
RAGBMMTTMBTJBTP
(END) Dow Jones Newswires
January 30, 2018 07:23 ET (12:23 GMT)
ZPG (LSE:ZPG)
Historical Stock Chart
From Apr 2024 to May 2024
ZPG (LSE:ZPG)
Historical Stock Chart
From May 2023 to May 2024