Vistry Group PLC Result of AGM (5132N)

TIDMVTY

RNS Number : 5132N

Vistry Group PLC

20 May 2020

Vistry Group PLC - Result of AGM

At the Vistry Group PLC ('Company') 2020 Annual General Meeting ('AGM') held on Wednesday 20 May 2020, all resolutions put to the AGM were voted on by poll and were passed by shareholders. The results will be available shortly on the Company's website www.vistrygroup.co.uk .

In accordance with Listing Rule 9.6.2, copies of the special business resolutions 14 to 18 passed at the AGM and the new Articles of Association are being submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

For information, the results of the poll voting are given below:

 
          RESOLUTION               VOTES        %       VOTES        %        VOTES       % of      VOTES 
                                    FOR                 AGAINST               TOTAL        ISC     WITHHELD 
                                                                                          VOTED 
 1 To receive the 
  audited accounts 
  of the Company 
  for the year ended 
  31 December 2019 
  and the reports 
  of the directors 
  and auditors.                 151,572,971   93.29   10,897,579    6.71   162,470,550   74.62%      362,215 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 2 To approve the 
  directors' remuneration 
  report.                        91,729,684   56.35   71,056,516   43.65   162,786,200   74.76%       46,561 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 3 To re-appoint 
  Ian Paul Tyler 
  as a director of 
  the Company.                  138,461,720   93.10   10,265,789    6.90   148,727,509   68.30%   14,105,252 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 4 To re-appoint 
  Margaret Christine 
  Browne as a director 
  of the Company.               162,058,327   99.54      749,010    0.46   162,807,337   74.77%       25,425 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 5 To re-appoint 
  Ralph Graham Findlay 
  as a director of 
  the Company.                  160,953,735   98.86    1,849,504    1.14   162,803,239   74.77%       29,523 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 6 To re-appoint 
  Nigel Keen as a 
  director of the 
  Company.                      160,992,913   98.89    1,814,484    1.11   162,807,397   74.77%       25,365 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 7 To re-appoint 
  Michael John Stansfield 
  as a director of 
  the Company.                  161,938,107   99.47      868,638    0.53   162,806,745   74.77%       26,017 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 8 To re-appoint 
  Katherine Innes 
  Ker as a director 
  of the Company.               153,389,269   94.21    9,419,090    5.79   162,808,359   74.77%       24,327 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 9 To re-appoint 
  Gregory Paul Fitzgerald 
  as a director of 
  the Company.                  162,531,635   99.83      279,481    0.17   162,811,116   74.77%       21,646 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 10 To re-appoint 
  Earl Sibley as 
  a director of the 
  Company.                      161,834,758   99.40      972,777    0.60   162,807,535   74.77%       25,227 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 11 To re-appoint 
  Graham Prothero 
  as a director of 
  the Company.                  162,361,683   99.73      434,205    0.27   162,795,888   74.76%       36,874 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 12 To re-appoint 
  PricewaterhouseCoopers 
  LLP as auditors 
  of the Company.               158,839,218   98.07    3,129,304    1.93   161,968,522   74.38%      864,240 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 13 To authorise 
  the directors to 
  determine the remuneration 
  of the auditors.              152,232,910   93.99    9,733,517    6.01   161,966,427   74.38%      866,334 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 14 Authority to 
  allot shares.                 158,500,573   97.34    4,325,670    2.66   162,826,243   74.78%        6,519 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 15 To adopt new 
  Articles of Association       162,752,874   99.97       55,020    0.03   162,807,894   74.77%       24,868 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 16 To allow a general 
  meeting other than 
  an Annual General 
  Meeting to be called 
  on not less than 
  14 clear days' 
  notice.                       156,789,219   96.30    6,032,365    3.70   162,821,584   74.78%       11,178 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 17 Authority to 
  disapply pre-emption 
  rights.                       161,660,037   99.29    1,158,947    0.71   162,818,984   74.78%       13,778 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 18 Authority to 
  purchase own shares.          159,419,874   98.11    3,077,084    1.89   162,496,958   74.63%      335,804 
                               ------------  ------  -----------  ------  ------------  -------  ----------- 
 

The issued share capital at the date of the AGM was 217,744,395 ordinary shares of 50p each.

A 'vote withheld' is not a vote in law and has not been counted in the calculation of votes for and against.

The Board is pleased that all of the resolutions put to shareholders at the AGM were passed. However, the Board recognises that a significant minority opposed resolution 2 being the 2019 Annual Remuneration Report.

Our initial engagement with shareholders opposed indicates that their principle concern is the increase in the CFO's base salary from 1 January 2020, the repositioning of which was notified to shareholders in the Circular dated November 2019 which set out the basis of the Group's acquisition of Galliford Try's housing businesses and which reflected his base salary's pre-existing and material shortfall to the market. Before COVID-19 related reductions, both his new base salary and total compensation package were almost exactly in line with the median of UK listed housebuilders. As a consequence of the COVID 19 pandemic, the base salaries of all directors and senior executives, including the CFO, were voluntarily reduced by 20% with effect from 1 April 2020 and the CFO's base salary is now lower than the level paid in 2019.

In line with the provisions of the UK Corporate Governance Code, we will continue to engage with those shareholders opposed and will provide an update on the views received and actions taken in response no later than in six months' time.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

END

RAGEAASEALAEEFA

(END) Dow Jones Newswires

May 20, 2020 09:00 ET (13:00 GMT)