Crest Nicholson Holdings PLC Result of AGM (4624H)

TIDMCRST

RNS Number : 4624H

Crest Nicholson Holdings PLC

24 March 2020

24 March 2020

Crest Nicholson Holdings plc

(the 'Company')

RESULTS OF ANNUAL GENERAL MEETING

Crest Nicholson Holdings plc is pleased to announce the voting results of its Annual General Meeting ('AGM') held earlier today at the Company's Registered Office Crest House, Pyrcroft Road, Chertsey, Surrey KT16 9GN.

As notified to the market on 19 March 2020, the Board took the decision to cancel its final dividend of 21.8 pence per share, otherwise payable on 9 April 2020. Subsequently resolution 2 (to approve the final dividend) was withdrawn at the AGM.

All resolutions were duly passed by shareholders by way of a poll.

The full details of each resolution are set out in the Notice of Meeting circulated to shareholders on 17 February 2020 (and available on the Company's website at https://www.crestnicholson.com/investor-relations/agm). The voting results, incorporating proxy votes lodged in advance of the AGM are set out below and will also be available on the Company's website https://www.crestnicholson.com/investor-relations/agm.

 
              Resolution         Votes for         % of        Votes            % of        Total votes       % of         Votes 
                                                   votes       against          votes                         ISC          withheld** 
                                                   cast                         cast                          voted* 
              Receive the 
               report and 
     1         accounts          197,132,368       99.91        172,281         0.09        197,304,649       76.80%        219,437 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Elect Iain 
     3        Ferguson CBE       197,224,011       99.85        295,724         0.15        197,519,735       76.88%         4,351 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Elect Peter 
     4         Truscott          196,425,156       99.45       1,093,449        0.55        197,518,605       76.88%         5,481 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Elect Duncan 
     5         Cooper            195,874,568       99.17       1,645,167        0.83        197,519,735       76.88%         4,351 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Elect Tom 
     6        Nicholson          195,539,966       99.27       1,446,735        0.73        196,986,701       76.67%        537,385 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Re-elect 
              Lucinda 
     7        Bell               195,549,929       99.00       1,970,866        1.00        197,520,795       76.88%         3,291 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Re-elect 
              Sharon 
     8        Flood              195,822,572       99.14       1,698,223        0.86        197,520,795       76.88%         3,291 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Re-elect 
              Louise 
     9        Hardy              194,265,768       98.35       3,255,027        1.65        197,520,795       76.88%         3,291 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Re-elect 
              Octavia 
     10       Morley             195,794,672       99.13       1,726,123        0.87        197,520,795       76.88%         3,291 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Re-appoint 
              PwC as 
     11       auditors           197,498,219       99.99         20,827         0.01        197,519,046       76.88%         5,040 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Authorise 
              Audit 
              & Risk 
              Committee 
              to determine 
              auditor's 
     12       remuneration       197,509,235       99.99         11,335         0.01        197,520,570       76.88%         3,516 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Approve 
              Remuneration 
     13       Policy             193,645,902       98.05       3,858,618        1.95        197,504,520       76.87%         19,865 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Approve 
              Directors' 
              Remuneration 
     14       Report             156,754,860       79.37       40,749,960       20.63       197,504,820       76.87%         19,265 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Authority to 
     15       allot shares       196,996,888       99.74        509,493         0.26        197,506,381       76.87%         17,705 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Disapply 
              pre-emption 
     16       rights***          197,398,189       99.95        106,667         0.05        197,504,856       76.87%         19,230 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Purchase own 
     17        shares***         197,116,891       99.95         90,850         0.05        197,207,741       76.76%        316,345 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
              Calling 
              general 
              meetings on 
              14 days' 
     18       notice***          193,409,706       97.92       4,112,880        2.08        197,522,586       76.88%         1,500 
         -----------------  ----------------  ----------  ---------------  ----------  ----------------  -----------  --------------- 
 

Notes

* based on total issued share capital of 256,920,539 as at 10.30am (London time) on Tuesday 24 March 2020.

** 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

Resolutions 1 and 3 to 15 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to 18 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

No other resolutions were put to the meeting.

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

Resolution 14

The Company is pleased with the overwhelming support it has received for almost all of its AGM resolutions including our new Remuneration Policy.

With respect to resolution 14, approval of the Remuneration Report, we are also pleased with the level of support this has received of 79.4%. We understand from engagement with shareholders in advance of the AGM that the principle area of concern was in relation to the salary level of Peter Truscott, Chief Executive, relative to the salary of previous Chief Executives at the Company.

As shareholders will have seen, the Board had to make a difficult decision to replace its Chief Executive in 2019. The Company has experienced a challenging operating environment and needed an experienced house builder to lead a turnaround. Shareholders had also given feedback that an experienced CEO with proven house builder experience was required, which implicitly excluded internal step-up candidates.

We are satisfied that we now have a high-quality Chief Executive to lead the substantial turnaround required and paid no more than was absolutely necessary to achieve this.

We also believe that in light of the current crisis associated with COVID-19, it is even more important to have the right Chief Executive in post who can lead the business in these uncertain and unprecedented times.

We thank the many shareholders who have engaged with us both in respect of our remuneration policy, and wider Board changes and we will look forward to continuing our engagement throughout 2020.

Directorate Change

Leslie Van de Walle retired from the Board at the conclusion of the AGM. For the purposes of section 430(2B) of the Companies Act, he will receive his pro-rata entitlement to Non-Executive Director fees for the month of March 2020 and will not be entitled to any payments for loss of office.

For further information:

Crest Nicholson Holdings plc

   Kevin Maguire, General Counsel & Company Secretary                 [phone] 
   Jenny Matthews, Head of Investor Relations                                 [phone] 

Finsbury [phone]

Faeth Birch

Philip Walters

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END

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March 24, 2020 14:24 ET (18:24 GMT)