Crest Nicholson Holdings PLC Result of AGM (6427I)

TIDMCRST

RNS Number : 6427I

Crest Nicholson Holdings PLC

22 March 2018

THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION IN WHICH SUCH PUBLICATION RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL

22 March 2018

Crest Nicholson Holdings plc

(the "Company")

RESULTS OF ANNUAL GENERAL MEETING

The Company advises that all of the resolutions were considered and voted upon by the shareholders by poll at the Annual General Meeting held today.

The full text of each resolution was included in the Notice of Meeting circulated to shareholders on 12 February 2018. The results of the poll incorporating proxy votes lodged in advance of the meeting are set out below.

 
                                     Votes            Votes             Total           % of issued           Votes 
                Resolution            For             Against           Votes           Share Capital        Withheld* 
                                                                                            voted 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                 RECEIVE 
                 REPORT & 
     1           ACCOUNTS         193,826,321         3,060          193,829,381           75.47%             32,210 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
               DECLARATION 
                 OF FINAL 
     2           DIVIDEND         193,860,996          595           193,861,591           75.48%               0 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                RE-ELECT 
                 STEPHEN 
     3            STONE           139,052,246       36,421,666       175,473,912           68.32%           18,387,678 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                RE-ELECT 
                 PATRICK 
     4            BERGIN          192,385,967       1,472,516        193,858,483           75.48%             3,108 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                RE-ELECT 
     5         ROBERT ALLEN       192,228,895       1,630,718        193,859,613           75.48%             1,978 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                RE-ELECT 
     6         CHRIS TINKER       192,407,233       1,452,380        193,859,613           75.48%             1,978 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                RE-ELECT 
     7         SHARON FLOOD       193,259,364        599,897         193,859,261           75.48%             2,330 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
              ELECT OCTAVIA 
     8            MORLEY          193,503,007        356,254         193,859,261           75.48%             2,330 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
              ELECT LESLIE 
     9         VAN DE WALLE       193,254,546        603,465         193,858,011           75.48%             3,580 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
              ELECT LOUISE 
     10           HARDY           193,798,533         59,478         193,858,011           75.48%             3,580 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
               RE-APPOINT 
     11          AUDITORS         193,737,010        122,977         193,859,987           75.48%             1,604 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                AUTHORISE 
                 AUDIT & 
                  RISK 
                COMMITTEE 
              TO DETERMINE 
                AUDITOR'S 
     12       REMUNERATION        193,518,648        341,339         193,859,987           75.48%             1,604 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                 APPROVE 
                DIRECTORS' 
               REMUNERATION 
     13           REPORT          190,799,200       3,047,621        193,846,821           75.47%             14,769 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                AUTHORITY 
                 TO ALLOT 
     14           SHARES          193,755,781         98,446         193,854,227           75.48%             7,364 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                DISAPPLY 
               PRE-EMPTION 
     15         RIGHTS **         193,681,050        171,743         193,852,793           75.47%             8,798 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
                PURCHASE 
                OWN SHARES 
     16             **            192,228,116       1,328,082        193,556,198           75.36%            305,392 
-------  ------------------  ----------------  ---------------  ----------------  -------------------  --------------- 
 

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for or against a resolution.

** Special resolution

No other resolutions were put to the meeting.

Copies of the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the UK Listing Authority via the National Storage Mechanism and will be available in due course for inspection at http://www.morningstar.co.uk/uk/NSM

The Company is pleased with the overwhelming support it has received for almost all of its AGM resolutions.

With respect to resolution 3, the appointment of Stephen Stone as Executive Chairman, we are pleased with the level of support this has received of 79.2%, although we recognise that 9.5% of shareholders withheld their votes.

Ahead of our AGM the Company held extensive discussions with shareholders and received a wide range of feedback. In general a large proportion of shareholders recognised the value of retaining Stephen Stone's knowledge and expertise for a further period, but some did not believe this should be as Chairman or for as long as three years.

The Company has always recognised that having a role of Executive Chair was unlikely to be universally accepted by shareholders. However, the Board believes that this remains in the best interests of the Company. A majority of shareholders, including those consulted in late 2017 and early 2018, agreed with the Board that this is one of the rare situations where the CEO moving to the role of Chairman is appropriate.

As set out in our AGM notice, a number of additional safeguards have been put in place, including the appointment of Leslie Van de Walle as Deputy Chairman, very clear operational and geographic arrangements separating the roles of Executive Chairman and CEO and recruiting an additional independent non-executive director, taking the Board beyond the minimum requirements of the Corporate Governance Code. We are disappointed that over 20% of shareholders were not supportive, and over 9% withheld their votes given our extensive engagement and the additional measures we have put in place. However, the Board is confident that there will be the necessary separation between the Chairman and CEO and, supported by the additional safeguards, will be a healthy feature for the Company for the relatively short period of the appointment.

During 2018 we will continue our dialogue with shareholders. There will also be an externally facilitated Board Evaluation, led by Leslie Van de Walle, which will include a focus on the effectiveness of the Chairman and CEO roles. The Board will continue to review the appropriateness of the arrangements and the length of Mr Stone's appointment as Chairman throughout the year and welcomes the views of shareholders.

We thank all those shareholders who have taken the time to engage with us over the course of the last year.

For further information:

Crest Nicholson Holdings plc

Kevin Maguire

Company Secretary

[phone]

Finsbury

Faeth Birch

Philip Walters

[phone]

This information is provided by RNS

The company news service from the London Stock Exchange

END

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March 22, 2018 09:46 ET (13:46 GMT)