Foxtons Group PLC AGM Results (4672F)

TIDMFOXT

RNS Number : 4672F

Foxtons Group PLC

17 May 2017

Foxtons Group plc

(the "Company")

17 May 2017

Annual General Meeting ("AGM") Results

The Company announces that at its Annual General Meeting held earlier today all the resolutions set out in the Notice of Annual General Meeting were passed by the requisite majority. Each of the resolutions put to the AGM was voted on by way of a poll. The results of the poll for each resolution were as follows:

 
Resolution                    For         For       Against    Against    Votes     Total issued. 
 * indicates                (No. of        (%)      (No. of      (%)     Withheld    share capital 
 Special Resolution         shares)                 shares)               (No. of     instructed 
                                                                          shares)         (%) 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  1. To receive 
   the Annual Report 
   and Accounts.          208,075,019     100.00       0        0.00    1,229,134       75.63 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  2. To declare 
   a final dividend.      209,300,653    100.00        0        0.00      3,500         76.08 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  3. To approve 
   the Remuneration 
   Policy                 149,696,924    72.02    58,161,478    27.98   1,435,751       75.56 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  4. To approve 
   the Directors' 
   Remuneration 
   Report.                187,966,734    95.31     9,242,651    4.69    12,094,768      71.69 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  5. To elect 
   Mark Berry as 
   a Director             206,402,136    98.64     2,842,406    1.36      59,611        76.06 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  6. To re-elect 
   Andrew Adcock 
   as a Director.         146,662,739    70.36    61,773,366    29.64    858,048        75.77 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  7. To re-elect 
   Ian Barlow as 
   a Director.            195,740,487    93.55    13,504,055    6.45      59,611        76.06 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  8. To re-elect 
   Michael Brown 
   as a Director.          205,890,375   98.40     3,354,167    1.60      59,611        76.06 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  9. To re-elect 
   Nicholas Budden 
   as a Director.         206,506,143    98.69     2,738,399    1.31      59,611        76.06 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  10. To re-elect 
   Garry Watts 
   as a Director.         193,177,175    92.53     15,605,476   7.47     521,502        75.89 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  11. To re-appoint 
   Deloitte LLP 
   as auditors 
   of the Company.        195,995,551    93.70    13,181,907    6.30     126,695        76.04 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  12. To authorise 
   the Audit Committee 
   to determine 
   the auditors' 
   remuneration.          196,297,556    93.81    12,943,486    6.19      63,111        76.06 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
  13. To authorise 
   the Company 
   to make political 
   donations.             208,946,233    99.88      243,261     0.12     114,659        76.04 
-----------------------  -------------  --------  -----------  -------  ----------  -------------- 
 
 
 
  14. To approve 
   the Foxtons 
   Group Share 
   Option Plan.        151,131,770  72.71     56,727,837  27.29  1,434,546  75.56 
---------------------  -----------  ------  ------------  -----  ---------  ----- 
  15. To authorise 
   the Directors 
   to allot ordinary 
   shares.             207,862,907  100.00     3,200      0.00   1,438,046  75.56 
---------------------  -----------  ------  ------------  -----  ---------  ----- 
  16. To disapply 
   pre-emption 
   rights.*            207,861,907  100.00     6,700      0.00   1,435,546  75.56 
---------------------  -----------  ------  ------------  -----  ---------  ----- 
  17. To authorise 
   the Company 
   to purchase 
   its own ordinary 
   shares.*            209,206,454  99.96      93,299     0.04     4,400    76.08 
---------------------  -----------  ------  ------------  -----  ---------  ----- 
  18. To authorise 
   the Directors 
   to hold general 
   meetings on 
   not less than 
   14 clear days' 
   notice.*            200,075,395  95.59    9,225,063    4.41     3,695    76.08 
---------------------  -----------  ------  ------------  -----  ---------  ----- 
 

*Special Resolution

The Board of Directors notes that all resolutions were passed with the requisite majority, although there was a significant minority vote against the remuneration policy, re-election of Andrew Adcock and Foxtons Group Share Option Plan (SOP).

During 2016, Foxtons' Remuneration Committee undertook a full review of the Group's Remuneration Policy to ensure it continues to be appropriate to the Group's strategy and business needs, and reinforces alignment between the interests of our shareholders and those of our Executive Directors. In formulating the proposed new policy, the Remuneration Committee considered a full range of alternative incentive structures to address concerns with the existing arrangements. In particular, the Committee sought the views of shareholders holding in excess of 60% of share capital, and proposed a new share option plan to replace the current LTIP. Compared to the LTIP, the option plan is more shareholder-aligned, longer term and significantly simpler, and we believe it is more motivational and retentive. The option plan has a time horizon of 5-10 years and a minimum total shareholder return requirement of 10% p.a. Its cost is broadly similar to that of the LTIP it replaces. The Board is committed to ongoing dialogue with shareholders on these and other matters.

 
 NOTES: 
 1.                           All resolutions were passed. 
 2.                           Proxy appointments which gave discretion 
                               to the Chairman of the AGM have been included 
                               in the "For" total for the appropriate 
                               resolution. 
 3.                           Votes "For" and "Against" any resolution 
                               are expressed as a percentage of votes 
                               validly cast for that resolution. 
 4.                           A "Vote withheld" is not a vote in law 
                               and is not counted in the calculation of 
                               the percentage of shares voted "For" or 
                               "Against" any resolution nor in the calculation 
                               of the proportion of "Total issued share 
                               capital instructed" for any resolution. 
 5.                           The number of shares in issue at close 
                               of business on 15 May 2017 was 275,104,391 
                               (the "Share Capital") and at that time, 
                               the Company did not hold any shares in 
                               treasury. 
 6.                           The proportion of "Total issued share capital 
                               instructed" for any resolution is the total 
                               of votes validly cast for that resolution 
                               (i.e. the total votes "For" and "Against" 
                               that resolution) expressed as a percentage 
                               of the Share Capital. 
 7.                           The full text of the resolutions passed 
                               at the AGM can be found in the Notice of 
                               Annual General Meeting which is available 
                               on the Company's website at www.foxtonsgroup.co.uk. 
 8.                           A copy of resolutions 16-18 passed at the 
                               AGM will shortly be submitted to the National 
                               Storage Mechanism and will be available 
                               for inspection at www.morningstar.co.uk/uk/NSM. 
 9.                           The complete poll results will be available 
                               shortly on the Company's website at www.foxtonsgroup.co.uk 
  For further information 
   please contact: 
 Foxtons Investor Relations 
 Jenny Matthews                 Tel: [phone] 
 
 

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The company news service from the London Stock Exchange

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May 17, 2017 11:49 ET (15:49 GMT)