Restaurant Group PLC Results of 2023 AGM (3836A)

TIDMRTN

RNS Number : 3836A

Restaurant Group PLC

23 May 2023

Result of AGM

Restaurant Group PLC

23 May 2023

The Restaurant Group plc (the "Company")

Results of 2023 AGM

The Annual General Meeting of The Restaurant Group plc was held on 23 May 2023.

Voting was conducted by way of a poll and all resolutions put to the Annual General Meeting were passed with the requisite majorities. Resolutions 1 to 15 (inclusive) were passed as ordinary resolutions (Resolution 3 is a non-binding ordinary resolution) and resolutions 16 to 19 (inclusive) were passed as special resolutions. The number of votes for and against each of the resolutions and the number of votes withheld were as follows:

 
       Resolutions            Votes        %     Votes Against     %        Total        Votes 
                               For                                        Votes Cast    Withheld 
 1. Report and 
  Accounts 2022            605,153,668   99.99          44,655    0.01   605,198,323    2,262,276 
                          ------------  ------  --------------  ------  ------------  ----------- 
 2. Directors' 
  Remuneration Policy      392,995,530   65.06     211,075,291   34.94   604,070,821    3,389,788 
                          ------------  ------  --------------  ------  ------------  ----------- 
 3. Directors' 
  Remuneration Report 
  2022                     318,006,532   54.46     265,971,807   45.54   583,978,339   23,482,260 
                          ------------  ------  --------------  ------  ------------  ----------- 
 4. Deferred Share 
  Bonus Plan Rules         583,575,467   96.07      23,861,929    3.93   607,437,396       23,203 
                          ------------  ------  --------------  ------  ------------  ----------- 
 5. Save As You 
  Earn Scheme Rules        605,864,001   99.74       1,584,894    0.26   607,448,895       11,704 
                          ------------  ------  --------------  ------  ------------  ----------- 
 6. Re-elect Ken 
  Hanna as a Director      466,166,586   76.94     139,752,065   23.06   605,918,651    1,541,948 
                          ------------  ------  --------------  ------  ------------  ----------- 
 7. Re-elect Andy 
  Hornby as a Director     511,288,602   84.18      96,076,703   15.82   607,365,305       95,294 
                          ------------  ------  --------------  ------  ------------  ----------- 
 8. Re-elect Kirk 
  Davis as a Director      605,664,634   99.74       1,554,819    0.26   607,219,453      241,146 
                          ------------  ------  --------------  ------  ------------  ----------- 
 9. Re-elect Graham 
  Clemett as a Director    599,182,785   98.68       8,023,789    1.32   607,206,574      254,025 
                          ------------  ------  --------------  ------  ------------  ----------- 
 10. Re-elect Zoe 
  Morgan as a Director     458,511,554   75.68     147,366,269   24.32   605,877,823    1,582,776 
                          ------------  ------  --------------  ------  ------------  ----------- 
 11. Re-elect Alex 
  Gersh as a Director      603,259,702   99.35       3,948,631    0.65   607,208,333      252,266 
                          ------------  ------  --------------  ------  ------------  ----------- 
 12. Re-appoint 
  Loraine Woodhouse 
  as a Director            605,609,512   99.74       1,597,913    0.26   607,207,425      253,174 
                          ------------  ------  --------------  ------  ------------  ----------- 
 13. Re-appoint 
  the Auditor              604,798,246   99.72       1,696,414    0.28   606,494,660      965,939 
                          ------------  ------  --------------  ------  ------------  ----------- 
 14. Determine 
  the Auditor's 
  remuneration             606,046,609   99.95         325,223    0.05   606,371,832    1,088,767 
                          ------------  ------  --------------  ------  ------------  ----------- 
 15. Authority 
  to allot shares          605,464,461   99.82       1,075,894    0.18   606,540,355      920,244 
                          ------------  ------  --------------  ------  ------------  ----------- 
 16. Waiver of 
  pre-emption rights 
  (general)                605,604,873   99.85         898,597    0.15   606,503,470      957,129 
                          ------------  ------  --------------  ------  ------------  ----------- 
 17. Waiver of 
  pre-emption rights 
  (additional)             604,268,451   99.65       2,094,034    0.35   606,362,485    1,098,114 
                          ------------  ------  --------------  ------  ------------  ----------- 
 18. Authority 
  to purchase own 
  shares                   605,761,454   99.73       1,661,785    0.27   607,423,239       37,360 
                          ------------  ------  --------------  ------  ------------  ----------- 
 19. Notice of 
  General Meetings         603,855,458   99.41       3,574,986    0.59   607,430,444       30,155 
                          ------------  ------  --------------  ------  ------------  ----------- 
 

Notes:

1) The total number of shares in issue at 23 May 2023 was 765,062,398.

2) Where shareholders appointed the Chair of the meeting as their proxy with discretion as to voting, those votes have been cast in favour of the resolutions and are included in the total of those votes for.

3) Certified copies of resolutions 15 to 19 have been submitted to the National Storage Mechanism and will

shortly be available for inspection at:   https://data.fca.org.uk/#/nsm/nationalstoragemechanism . 

4) A 'vote withheld' is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

Ordinary resolutions 2 and 3 (Directors' Remuneration Policy and Directors' Remuneration Report)

The Board notes that all resolutions were duly approved today. The Remuneration Policy will now be implemented by the Remuneration Committee for 2023. It is, however, noted that a significant minority did not support certain of the substantive remuneration resolutions. In particular, resolutions 2 and 3 received votes in favour of 65.06% and 54.46% respectively.

Last year, the Remuneration Committee reviewed the operation and impact of the previous Remuneration Policy and actively engaged with approximately 60% of the share register (by number of shares). Since that consultation was concluded last November, there has been a material change in the share register, with notably Oasis building up a holding of 12.3% and indicating that it would not support the policy. Nonetheless, our largest shareholder, Columbia Threadneedle, and our third-largest shareholder, Royal London, with a combined holding of around 23%, have confirmed their continuing support for the policy.

During April and May, further consultation with over 70% of our shareholders (by number of shares) occurred and all the feedback received is being reviewed and discussed extensively at Remuneration Committee meetings.

As set out in the Directors' Remuneration Report, the Remuneration Committee intends to keep the Remuneration Policy under active review to ensure it remains appropriate to the group's evolution and aligned to stakeholder interests and will provide an update on that review within the statutory six-month timescale. In particular, it will re-engage with our largest shareholders over the coming months as to whether the Restricted Share Plan should be replaced by some other form of long-term incentive plan in line with the preferences of some shareholders.

Ordinary resolutions 6 and 10 (Re-election of Ken Hanna and Zoe Morgan)

Whilst Resolutions 6 and 10 were passed with a clear majority, the Board recognises that there was also a significant vote against these resolutions, with Resolution 6 passing by 76.94% and Resolution 10 by 75.68%. The Board believes that a clear majority of shareholders support the current Board and management team as they focus on delivering for the Group, but it will continue to engage and consult with shareholders, including those who voted against these resolutions. In accordance with the UK Corporate Governance Code, an update on the views received from shareholders and details of any actions taken by the Company will be published within the required six-months. A final summary will also be published in the 2023 Annual Report and Accounts.

A copy of this announcement confirming the voting figures will be displayed shortly on the Company's website at www.trgplc.com .

For further details please contact:

 
 MHP Communications (Financial PR   Tel: [phone] 
  adviser)                           8742 
  Oliver Hughes 
  Simon Hockridge 
 

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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

RAGEAASDAFNDEFA

(END) Dow Jones Newswires

May 23, 2023 08:20 ET (12:20 GMT)