Persimmon PLC Result of AGM (1305M)

TIDMPSN

RNS Number : 1305M

Persimmon PLC

25 April 2018

25 April 2018

PERSIMMON PLC (THE 'COMPANY')

ANNUAL GENERAL MEETING - POLL RESULTS

Persimmon Plc held its Annual General Meeting for shareholders at 12 noon today. All resolutions set out in the Company's Notice of Annual General Meeting dated 19 March 2018 were duly passed by shareholders by means of a poll vote. The total number of votes received for each resolution is set out below.

 
      Resolution          For           % For   Against      % Against   Total         % of       Votes 
                                                                          Votes         Issued     Withheld 
                                                                                        Share 
                                                                                        Capital 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Receive 
       report and 
 1     accounts           208,033,327   99.87   273,851      0.13        208,307,178   66.91%     541,227 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Declare 
 2     final dividend     208,425,902   99.88   248,660      0.12        208,674,562   67.03%     146,999 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Approve 
       Annual Report 
 3     on Remuneration    74,465,763    51.48   70,188,301   48.52       144,654,064   46.47%     64,805,538 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Re-elect 
 4     N Mills            186,130,621   89.24   22,433,070   10.76       208,563,691   67.00%     284,320 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Re-elect 
 5     J Fairburn         202,857,911   97.78   4,608,170    2.22        207,466,081   66.64%     1,382,175 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Re-elect 
 6     M Killoran         201,983,363   97.36   5,480,109    2.64        207,463,472   66.64%     1,384,784 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Re-elect 
 7     D Jenkinson        200,495,390   96.64   6,962,899    3.36        207,458,289   66.64%     1,390,172 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Re-elect 
 8     M Sears            187,216,178   89.66   21,583,133   10.34       208,799,311   67.07%     49,150 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Re-elect 
 9     R Kentleton        207,037,055   99.16   1,759,657    0.84        208,796,712   67.07%     51,749 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Re-elect 
 10    S Litherland       188,999,983   90.52   19,791,165   9.48        208,791,148   67.07%     57,313 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Re-appoint 
 11    auditor            208,768,265   99.97   56,407       0.03        208,824,672   67.08%     23,789 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Authorise 
       Audit Committee 
       to determine 
       the auditor's 
 12    remuneration       208,739,155   99.97   55,122       0.03        208,794,277   67.07%     54,184 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Approve 
 13    2018 SAYE          204,793,463   98.09   3,994,956    1.91        208,788,419   67.07%     60,042 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Renew authority 
       to allot 
 14    shares             201,805,370   96.65   7,001,677    3.35        208,807,047   67.07%     41,264 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Renew authority 
       to disapply 
       pre-emption 
 15    rights             208,490,254   99.85   306,942      0.15        208,797,196   67.07%     51,265 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Authorise 
       Company 
       to make 
       market purchases 
 16    of shares          206,178,928   98.75   2,618,939    1.25        208,797,867   67.07%     50,224 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
      Calling 
       of a general 
       meeting 
       on not less 
       than 14 
 17    days' notice       181,261,853   87.22   26,560,410   12.78       207,822,263   66.76%     1,026,198 
---  ------------------  ------------  ------  -----------  ----------  ------------  ---------  ----------- 
 

We note that whilst the vote on the retrospective Advisory Remuneration Report was passed by shareholders at our AGM today, there were 51.5% in favour, 48.5% against and 30.9% abstained. Although the Executive Directors made significant reductions and adjustments to their 2012 LTIP awards - a scheme that was approved by 85% of shareholders in 2012 - we recognise that a sizeable number of shareholders remained concerned over the level of remuneration that ultimately resulted from the vesting of these 2012 awards.

As part of the regular interaction with shareholders and following the resignations of the Chairman and Remuneration Committee Chair in recognition of the absence of a cap to the 2012 LTIP scheme, the Acting Chairman and new Remuneration Chair undertook further extensive shareholder engagement in 2018, speaking with shareholders on a number of occasions.

In February 2018, the Executive Directors informed the Remuneration Committee of a series of decisions intended to reduce the scale of payments under the 2012 LTIP, to cap the future value on exercise to a maximum value equal to GBP29 per share, to extend the holding periods under any second tranche and to make these changes subject to continued employment.

We are grateful for the support that allows us to draw a line under the 2012 LTIP debate and move forward.

In this context, shareholders at last year's AGM approved the 2017 Performance Share Plan (2017 PSP) with a vote in favour of over 95% for the new Plan. At the same time we adopted a new remuneration policy which included provision to grant awards to the Executive Directors under the 2017 PSP. The vote in favour of this new remuneration policy was over 96%. There will not be any PSP awards to Executive Directors in calendar year 2018. We will consult with our major shareholders on quantum and metrics for future awards for Executive Directors under the new Plan, and awards made to this group will only be granted after the 2012 LTIP has vested (i.e. when the Capital Return Plan has returned GBP1.9bn to shareholders). The earliest that any PSP awards would be granted to Executive Directors is therefore 2019. The earliest vesting date for such awards would be 31 December 2021 with a holding period for two further years i.e. until December 2023.

For 2018, in addition to the reduction and amendments to the 2012 LTIP awards, all Directors have waived increases to their salaries. The Executive Directors have also waived participation in any bonus for 2018, and the Remuneration Committee has endorsed the Executives' request that any such bonuses be distributed to staff who have not participated in the 2012 LTIP and 2017 PSP.

Total shareholder returns to date from the launch of the Group's new strategy in 2012 now exceed 500%, placing us at number 2 in the FTSE 100 and we have delivered more than GBP8bn to shareholders in that period.

Finally, we have announced the appointment of a new Chairman, Roger Devlin, who will join the Board and the Remuneration Committee on 1 June 2018.

Notes:

 
      (i)     Resolutions 1-14 were ordinary resolutions 
               and resolutions 15-17 were special 
               resolutions. 
      (ii)    Discretionary votes representing 
               0.1% (or less) of the votes cast 
               were also received on each resolution 
               and are included in the votes 'For' 
               each resolution. 
      (iii)   A "vote withheld" is not a vote 
               in law and is not counted in the 
               total number of votes cast on a 
               resolution or in the calculation 
               of the percentages of the votes 
               cast for or against a resolution. 
      (iv)    Copies of the resolutions dealing 
               with special business passed at 
               the Annual General Meeting have 
               been sent to the National Storage 
               Mechanism and will shortly be available 
               for inspection. 
      (v)     The poll results will be available 
               to view on the Company's website 
               https://www.persimmonhomes.com/corporate/investors/shareholder-information/meeting-information 
      (vi)    The issued share capital of the 
               Company on 23 April 2018 was 311,304,918 
               ordinary shares. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

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April 25, 2018 11:21 ET (15:21 GMT)