PageGroup plc Result of AGM (6026H)

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

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June 08, 2017 13:11 ET (17:11 GMT)