Galliford Try Holdings PLC Result of AGM (3093F)

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RNS Number : 3093F

Galliford Try Holdings PLC

13 November 2020

GALLIFORD TRY HOLDINGS PLC

Result of 2020 Annual General Meeting

Galliford Try Holdings plc is pleased to announce that all resolutions were passed on a poll vote conducted at the Annual General Meeting held today. The results of the poll vote are detailed below.

As at the time of the meeting, the Company had 111,053,489 ordinary shares of 50 pence each in issue. As a vote withheld is not a vote in law, the proportion of total votes cast for and against each resolution excludes votes withheld.

 
 Resolution                             Votes validly   % of    Votes for      %     Votes against     %     Withheld 
                                             cast        ISC 
 1. Receiving the report and 
  financial statements                  56,526,662      50.90   56,483,972   99.92   42,690          0.08    16,689 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 2. Approval of the directors' 
  report on remuneration                56,485,273      50.86   36,394,526   64.43   20,090,747      35.57   58,078 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 3. Approval of the directors' 
  remuneration policy                   55,733,564      50.19   55,542,396   99.66   191,168         0.34    809,787 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 4. Re-election of Bill Hocking         56,521,483      50.90   56,479,764   99.93   41,719          0.07    21,869 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 5. Re-election of Andrew 
  Duxbury                               56,523,454      50.90   56,359,500   99.71   163,954         0.29    19,898 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 6. Re-election of Terry Miller         56,527,900      50.90   55,122,050   97.51   1,405,850       2.49    15,452 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 7. Re-election of Gavin Slark          56,520,939      50.90   55,129,283   97.54   1,391,656       2.46    22,412 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 8. Re-election of Marisa 
  Cassoni                               56,523,626      50.90   55,151,473   97.57   1,372,153       2.43    19,726 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 9. Re-election of Peter Ventress       56,518,066      50.89   54,682,588   96.75   1,835,478       3.25    25,285 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 10. Re-appointment of auditor          56,526,292      50.90   56,474,096   99.91   52,196          0.09    17,060 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 11. Authority to set remuneration 
  of the auditor                        56,533,141      50.91   56,492,532   99.93   40,609          0.07    10,211 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 12. Authority to allot shares          56,522,086      50.90   55,865,646   98.84   656,440         1.16    21,266 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 13. Authority for political 
  expenditure                           56,507,336      50.88   56,089,649   99.26   417,687         0.74    36,015 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 14. Approval of the Savings-Related 
  Share Option Plan                     56,516,825      50.89   56,452,921   99.89   63,904          0.11    26,527 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 15. Authority to disapply 
  statutory pre-emption rights 
  for general purposes                  56,517,447      50.89   56,374,787   99.75   142,660         0.25    25,905 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 16. Authority to disapply 
  statutory pre-emption rights 
  for an acquisition or a specified 
  capital investment                    56,519,147      50.89   56,364,903   99.73   154,244         0.27    24,204 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 17. Authority for Company 
  to purchase its own shares            56,530,310      50.90   56,449,817   99.86   80,493          0.14    13,041 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 18. Notice period for general 
  meetings                              56,536,680      50.91   55,982,915   99.02   553,765         0.98    6,672 
                                       --------------  ------  -----------  ------  --------------  ------  --------- 
 

Resolution 2 - Directors' Remuneration Report

The Board notes that while Resolution 2 to approve the Directors' Remuneration Report was passed, 35.57% of shareholders opposed this resolution. The Board and the Company remain committed to continued engagement with shareholders and proxy advisors to address concerns pertaining to directors' remuneration, and discretion applied to executive bonus awards.

Following recent engagement on the Company's executive remuneration arrangements with major shareholders and proxy advisors prior to today's AGM, the Board understands that shareholders' primary concern was the Finance Director's 2019/20 annual bonus where 50% was based on the disposal of the Group's housebuilding divisions which completed in January 2020.

The Remuneration Committee's decision to base half of the Finance Director's 2019/2020 annual bonus on the successful completion of the corporate transaction reflected that this project represented a significant proportion of the Finance Director's duties and responsibilities in the 2019/20 financial year. This approach was also within the scope of the Remuneration Policy in force at that time. In making the award in respect of the disposal, the Committee also had full regard to the Finance Director's wider contribution and the underlying performance of the Group.

The Board will continue to engage with shareholders to ensure their views are fully understood and considered and can be taken into account by the Committee in the future. In line with the provisions of the UK Corporate Governance Code, the Board will provide an update on the views received and actions taken in response no later than in six months' time.

In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting will be submitted to the FCA's National Storage Mechanism and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

   Kevin Corbett                General Counsel & Company Secretary, Galliford Try Holdings plc 01895 855001 

Note to Editors

Galliford Try is a trading name of Galliford Try Holdings plc, a leading UK construction group listed on the London Stock Exchange. Operating as Galliford Try and Morrison Construction, the group carries out building and infrastructure projects with clients in the public, private and regulated sectors across the UK.

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November 13, 2020 08:26 ET (13:26 GMT)