Wizz Air Holdings PLC Result of AGM (6146V)

TIDMWIZZ

RNS Number : 6146V

Wizz Air Holdings PLC

24 July 2018

RESULT OF ANNUAL GENERAL MEETING

ALL ORDINARY AND SPECIAL RESOLUTIONS DULY PASSED

Geneva, 24 July 2017: Wizz Air Holdings Plc ("Wizz Air" or "the Company") announces that at its annual general meeting ("AGM") held earlier today, all ordinary and special resolutions were duly passed. All the resolutions were decided by poll.

The results of the poll, incorporating proxy votes lodged in advance of the meeting, can be found below. Further details of each of the resolutions are contained in the notice of AGM which is available at http://corporate.wizzair.com.

 
          Resolution             Votes For      %     Votes Against     %     Total Votes    % of Issued      Votes 
                                                                                            Share Capital    Withheld* 
                                                                                                Voted 
      Ordinary resolutions 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      To receive the Company's 
      annual report and 
      accounts for the 
      financial year ended 31 
      March 
      2018 together with the 
      related directors' and 
 1    auditor's report.          53,148,317   99.10         482,833    0.90    53,631,150           73.06      641,498 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 2    To approve the             50,533,946   93.38       3,581,402    6.62    54,115,348           69.47      157,300 
      directors' remuneration 
      report for the financial 
      year ended 31 March 2018 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 3    To approve the             34,989,350   74.10      12,230,322   25.90    47,219,672           48.10    7,052,976 
      directors' remuneration 
      policy, as set out in 
      the directors' 
      remuneration report, 
      which takes effect 
      immediately after the 
      end of the AGM. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 4    To re-elect William A.     46,571,759   90.31       4,996,062    9.69    51,567,821           64.02    2,704,827 
      Franke as a Director 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 5    To re-elect József    53,965,657   99.72         149,992    0.28    54,115,649           74.18      157,000 
      Váradi as a 
      Director 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 6    To re-elect Thierry de     53,695,245   99.22         420,403    0.78    54,115,648           73.81      157,000 
      Preux as a Director 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 7    To re-elect Thierry de     53,695,245   99.22         420,403    0.78    54,115,648           73.81      157,000 
      Preux as a Director 
      (Independent Shareholder 
      Vote) 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 8    To re-elect Guido          52,171,863   96.41       1,943,785    3.59    54,115,648           71.72      157,000 
      Demuynck as a Director 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 9    To re-elect Guido          52,155,405   96.38       1,960,243    3.62    54,115,648           71.70      157,000 
      Demuynck as a Director 
      (Independent Shareholder 
      Vote) 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      To re-elect Simon Duffy 
 10   as a Director              52,041,731   97.43       1,372,481    2.57    53,414,212           71.54      858,437 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 11   To re-elect Simon Duffy    52,041,731   97.43       1,372,481    2.57    53,414,212           71.54      858,437 
      as a Director 
      (Independent Shareholder 
      Vote) 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      To re-elect Susan Hooper 
 12   as a Director              53,856,166   99.52         259,483    0.48    54,115,649           74.03      157,000 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 13   To elect Susan Hooper as   53,856,166   99.52         259,483    0.48    54,115,649           74.03      157,000 
      a Director (Independent 
      Shareholder Vote) 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 14   To re-elect Stephen L.     53,337,570   99.72         150,234    0.28    53,487,804           73.32      784,845 
      Johnson as a Director 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 15   To re-elect John McMahon                                   Resolution withdrawn 
      as a Director 
---  -------------------------  -------------------------------------------------------------------------------------- 
 16   To re-elect John McMahon                                   Resolution withdrawn 
      as a Director 
      (Independent Shareholder 
      Vote) 
---  -------------------------  -------------------------------------------------------------------------------------- 
 17   To re-elect John R.        53,337,570   99.72         150,234    0.28    53,487,804           73.32      784,845 
      Wilson as a Director 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      To elect Barry Eccleston 
 18   as a Director              54,024,988   99.83          90,661    0.17    54,115,649           74.27      157,000 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 19   To elect Barry Eccleston   54,024,988   99.83          90,661    0.17    54,115,649           74.27      157,000 
      as a Director 
      (Independent Shareholder 
      Vote) 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 20   To re-appoint              51,803,585   96.47       1,893,878    3.53    53,697,463           71.21      575,185 
      PricewaterhouseCoopers 
      LLP as the Company's 
      auditors 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 21   To authorise the           46,607,256   86.80       7,090,207   13.20    53,697,463           64.07      575,185 
      directors and/or the 
      audit committee to agree 
      the auditors' 
      remuneration 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 22   To authorise the           47,122,185   87.08       6,993,463   12.92    54,115,648           64.78      157,000 
      directors to allot 
      shares or grant rights 
      to subscribe for or to 
      convert 
      any security into shares 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      Special Resolution 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      Disapplication of 
 23   pre-emption rights.        53,873,029   99.55         242,620    0.45    54,115,649           74.06      157,000 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 24   Disapplication of          48,614,368   89.83       5,501,280   10.17    54,115,648           66.83      157,000 
      pre-emption rights in 
      connection with an 
      acquisition or specified 
      capital 
      investment 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 

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

While pleased that shareholders have approved all resolutions proposed at the 2018 AGM, including strong support for our 2018 remuneration report, the Board notes a significant minority vote against the resolution to approve our Remuneration Policy (resolution 3). As outlined in our annual report, the remuneration policy is largely unchanged from the previous policy approved at the 2015 AGM. However, the Remuneration Committee has introduced recovery provisions (clawback and malus) for all variable remuneration and will now also have the power to implement shareholding guidelines, mandatory bonus deferral and an additional LTIP post-vesting holding period during the lifetime of the policy.

The Board and the Remuneration Committee have engaged extensively with shareholders and proxy advisors and have gained a clear insight into the reasons for the number of votes registered against Resolution 3, which primarily relate to the absence of the structural features outlined. The Remuneration Committee recognises that, at certain companies, the absence of those features may be a cause for concern. However at Wizz Air, the sole executive director - the CEO and Co-founder - owns shares currently valued at approximately GBP 69 million (circa 115 times salary). This holding ensures strong alignment between the interests of the CEO and those of shareholders.

The Remuneration Committee will, as a matter of course, continue to keep such features and shareholder feedback under close review, while maintaining a philosophy of simplicity and low cost which has been very effective in driving strong performance and delivering shareholder value.

In accordance with paragraph 9.2.2E of the Listing Rules, the resolutions to re-elect Thierry de Preux, Guido Demuynck, Simon Duffy and Susan Hooper as directors of the Company were approved by (a) the shareholders of the Company (resolutions 6, 8, 10, and 12) and (b) the independent shareholders of the Company (resolutions 7, 9, 11, and 13).

As announced to the market, John McMahon retired as a Director prior to the meeting with immediate effect. Resolutions 15 and 16 dealt with the re-election of John McMahon as a Director and were therefore redundant and would, if passed, be ineffective. They were therefore withdrawn at the meeting.

In accordance with paragraph 9.6.2R of the Listing Rules, a copy of the special resolution approved at the AGM has been forwarded to the Financial Conduct Authority for publication through the Document Viewing Facility and will be accessible via the National Storage Mechanism website (www.hemscott.com/nsm.do).

The total voting rights of the Company as at 1:00 p.m. on 20 July 2018, being the day on which shareholders had to be on the Company's shareholder register in order to be eligible to vote, was 72,746,171.

The AGM results will also be made available on the Company's website: http://corporate.www.wizzair.com.

- Ends-

ABOUT WIZZ AIR

Wizz Air is the largest low-cost airline in Central and Eastern Europe, operates a fleet of 104 Airbus A320 and Airbus A321 aircraft, and offers more than 600 routes from 25 bases, connecting 142 destinations across 44 countries. At Wizz Air, a team of more than 4,000 aviation professionals delivers superior service and very low ticket prices making Wizz Air the preferred choice of over 30 million passengers in the past 12 months. Wizz Air is listed on the London Stock Exchange under the ticker WIZZ and is included in the FTSE 250 and FTSE All-Share Indices. Wizz Air is registered under the International Air Transport Association (IATA), Operational Safety Audit (IOSA), the global benchmark in airline safety recognition. The company was recently named 2017 - European Airline of the Year by Aviation 100, a renown annual publication that recognizes the year's most outstanding performers in the aerospace industry.

For more information:

 
 Investors:    Balint Veres, Wizz Air:                  + 36 1 777 9349 
 Media:        Sorina Ratz, Wizz Air:                   + 36 1 777 9304 
  Edward Bridges / Jonathan Neilan, FTI 
   Consulting LLP:                                      + 44 20 3727 1000 
 

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July 24, 2018 08:24 ET (12:24 GMT)