SAGA PLC Result of AGM (8062C)

TIDMSAGA

RNS Number : 8062C

SAGA PLC

19 June 2019

19 June 2019

SAGA PLC - ANNUAL GENERAL MEETING 2019

Results of Annual General Meeting (AGM) held on 19 June 2019

Saga plc (the "Company") announces that, at its AGM held earlier today at Enbrook Park, Sandgate, Folkestone, Kent CT20 3SE, the resolutions set out in the Notice of AGM dated 3 May 2019 were passed following a poll on each resolution. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held. Resolutions 1-18 were passed as ordinary resolutions, Resolutions 19-22 were passed as special resolutions. The following table shows the votes cast on each resolution.

 
       RESOLUTION         VOTES FOR     % OF VOTES   VOTES AGAINST   % OF VOTES      VOTES WITHHELD   VOTES CAST 
                                         CAST FOR                     CAST AGAINST                     IN TOTAL 
                                                                                                       (INCLUDING 
                                                                                                       VOTES WITHHELD) 
       to receive the 
       annual report 
       and accounts and 
       director 
       and audit 
       reports for year 
       ended 31 January 
 1.    2019               712,477,919   99.63        2,635,995       0.37            1,056,995        715,113,914 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to approve the 
       Directors' 
       Remuneration 
 2.    Report             514,005,769   71.83        201,619,064     28.17           546,076          715,624,833 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to declare a 
       final dividend 
       for the year 
       ended 31 January 
       2019 of 1p per 
 3.    ordinary share     628,848,252   99.73        1,708,051       0.27            85,614,607       630,556,303 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect 
       Patrick 
       O'Sullivan 
 4.    as a director      709,143,414   99.10        6,424,486       0.90            603,009          715,567,900 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect 
       Lance Batchelor 
 5.    as a director      713,305,269   99.66        2,437,808       0.34            427,833          715,743,077 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect Orna 
       NiChionna 
 6.    as a director      712,748,966   99.59        2,934,527       0.41            487,417          715,683,493 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect Ray 
       King as a 
 7.    director           712,067,703   99.50        3,608,491       0.50            494,716          715,676,194 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-elect 
       Gareth Williams 
 8.    as a director      697,834,247   97.69        16,535,673      2.31            1,800,990        714,369,920 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to elect Eva 
       Eisenschimmel 
 9.    as a director      714,635,873   99.84        1,109,679       0.16            425,358          715,745,552 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to elect Julie 
       Hopes as a 
 10.   director           713,587,066   99.70        2,161,544       0.30            422,300          715,748,610 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to elect Gareth 
       Hoskin as 
 11.   a director         713,961,390   99.75        1,778,493       0.25            431,027          715,739,883 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to elect James 
       Quin as a 
 12.   director           713,052,461   99.63        2,681,588       0.37            436,861          715,734,049 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to re-appoint 
       KPMG LLP as 
 13.   auditors           714,720,830   99.85        1,067,864       0.15            382,216          715,788,694 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Audit Committee 
       to agree the 
       remuneration 
 14.   of the auditors    714,888,820   99.88        880,340         0.12            401,750          715,769,160 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Directors 
       to make 
       political 
       donations 
       and expenditure 
       up to a 
       specified 
 15.   amount             646,172,608   90.27        69,677,357      9.73            320,944          715,849,965 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Directors 
       to allot shares 
       up to a 
       specified 
 16.   amount             707,889,328   98.89        7,922,158       1.11            358,857          715,811,486 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to amend the 
       rules of the 
       Saga plc Long 
       Term Incentive 
 17.   Plan.              702,399,702   98.22        12,708,660      1.78            1,062,547        715,108,362 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to amend the 
       rules of the 
       Saga plc 
       Deferred Bonus 
 18.   Plan.              705,803,114   98.69        9,343,145       1.31            1,024,650        715,146,259 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Directors 
       to allot shares 
       and sell 
       treasury shares 
       for cash 
       without making a 
       pre-emptive 
       offer to 
 19.   shareholders       708,233,467   98.95        7,511,404       1.05            426,039          715,744,871 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Directors 
       to allot shares 
       and sell 
       treasury shares 
       for cash 
       without making a 
       pre-emptive 
       offer to 
       shareholders (in 
       connection with 
       capital 
 20.   investment)        690,517,785   96.47        25,243,555      3.53            406,804          715,761,340 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Company 
       to purchase its 
 21.   own shares         713,068,250   99.64        2,588,542       0.36            514,117          715,656,792 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
       to authorise the 
       Company 
       to hold general 
       meetings 
       on not less than 
       14 days' 
 22.   notice             700,472,814   97.84        15,466,633      2.16            231,463          715,939,447 
      -----------------  ------------  -----------  --------------  --------------  ---------------  ----------------- 
 

1) A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

2) Resolutions 19-22 inclusive have been proposed as special resolutions and required a 75% majority.

3) The total voting rights of the Company as at 17 June 2019, the day on which shareholders had to be on the register in order to be eligible to vote, was 1,122,003,328.

   4)   The results will be made available on the Company's website: www.corporate.saga.co.uk 

5) In accordance with LR.9.6.2 a document setting out the resolutions passed at the AGM concerning special business has been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM

   6)   Payment of final dividend will be made on 28 June 2019 to shareholders who were on the 

shareholder register on 17 May 2019.

The Board recognises that, while Resolution 2 to approve the Directors' Remuneration Report was passed, a proportion of shareholders opposed the resolution. Where 20 per cent or more of the votes have been cast against a board recommendation for a resolution the UK Corporate Governance Code 2018 states that a company should explain, when announcing voting results, what actions it intends to take to consult shareholders in order to understand the reasons behind the result.

Chair of the Remuneration Committee, Gareth Williams said in relation to the voting results of the Resolution 2:

"I am pleased that a significant majority of shareholders have voted in favour of the Annual Report on Remuneration. However, the Committee has noted that approximately 28% of shareholders voted against the Report.

We started consulting with shareholders on 1 May 2019 on changes to the future performance conditions for our Long-Term Incentive Plan to align with our new Strategy. I issued an update on this consultation through an RNS Announcement issued on 12 June 2019 in which I stated our intention to continue the consultation process to enable this dialogue between the Committee and shareholders to continue. This extension to the process will allow us to receive replies from some shareholders who had not responded prior to 12 June and to continue discussions with others on the performance conditions.

We will now extend this consultation to ask those shareholders who voted against the Annual Report on Remuneration the reasons for their vote. In line with the UK Corporate Governance Code we will issue an announcement on the feedback received from those shareholders and the action the Committee intends to take within six months of the date of this Annual General Meeting; with a full explanation set out in the Remuneration Report for 2019/20."

Enquiries

Saga plc

Tel: [phone]

Vicki Haynes,

Company Secretary

Enbrook Park

Sandgate

Folkestone

Kent

CT20 3SE

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June 19, 2019 11:05 ET (15:05 GMT)