ZPG PLC Result of AGM (3522D)

TIDMZPG

RNS Number : 3522D

ZPG PLC

30 January 2018

30 January 2018

ZPG PLC

The Board of ZPG Plc (the "Company") announces the results of the polls taken on all resolutions at the Annual General Meeting of the Company, held earlier today. All resolutions were approved by substantial majorities, ranging from 68.04% to 100%. Full details of the poll results are set out below and will also be available on the Company's corporate website: www.zpg.co.uk.

 
       Resolution                 Votes        %         Votes         %       Total Shares   % Of Issued     Votes 
                                 For (i)       For      Against      Against       Voted         Share       Withheld 
                                                                                                Capital        (iii) 
                                                                                                 Voted 
                                                                                                  (ii) 
----------------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To consider and adopt 
      the Company's 
      financial 
      statements for the 
      financial 
      year ended 30 
      September 
      2017 together with the 
      Directors' reports and 
      the Independent 
      Auditor's 
      report on those 
 1    accounts.                371,518,300   91.31    35,344,661      8.69     406,862,961      92.71%      5,323,418 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To approve the 
      Directors' 
      Remuneration Report 
      for 
      the year ended 30 
      September 
      2017, excluding the 
      Directors' 
      Remuneration Policy, 
      contained in the 
      Annual 
 2    Report.                  306,240,188   74.44    105,163,535    25.56     411,403,723      93.74%       782,656 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To approve the revised 
      Directors' 
      Remuneration 
 3    Policy.                  280,043,872   68.06    131,432,730    31.94     411,476,602      93.76%       709,439 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To approve and declare 
      a final dividend of 
      3.8 
      pence per ordinary 
      share 
      in respect of the year 
      ended 30 September 
 4    2017.                    412,186,041   100.00        0          0.00     412,186,041      93.92%          0 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To re-elect Mike Evans 
       as a Director of the 
 5     Company.                355,170,628   96.97    11,106,181      3.03     366,276,809      83.46%      45,909,232 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To re-elect Alex 
      Chesterman 
      as a Director of the 
 6    Company.                 411,667,810   99.87      517,524       0.13     412,185,334      93.92%        1,045 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To re-elect Andy Botha 
       as a Director of the 
 7     Company.                411,980,933   99.95      204,063       0.05     412,184,996      93.92%        1,045 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To re-elect Duncan 
      Tatton-Brown 
      as a Director of the 
 8    Company.                 400,695,918   97.40    10,680,025      2.60     411,375,943      93.73%       810,098 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To re-elect Sherry 
      Coutu 
      as a Director of the 
 9    Company.                 331,300,986   87.91    45,574,794     12.09     376,875,780      85.87%      35,310,259 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To re-elect Vin Murria 
       as a Director of the 
 10    Company.                401,461,505   97.40    10,723,491      2.60     412,184,996      93.92%        1,045 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To re-elect Robin 
      Klein 
      as a Director of the 
 11   Company.                 411,980,933   99.95      204,063       0.05     412,184,996      93.92%        1,045 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To re-elect Grenville 
       Turner as a Director 
 12    of the Company.         400,611,161   97.19    11,573,835      2.81     412,184,996      93.92%        1,045 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To re-elect James 
      Welsh 
      as a Director of the 
 13   Company.                 411,053,518   99.73     1,127,594      0.27     412,181,112      93.92%        4,929 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To elect Lord 
      Rothermere 
      as a Director of the 
 14   Company.                 411,053,518   99.73     1,127,594      0.27     412,181,112      93.92%        4,929 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To reappoint Deloitte 
      as the Company's 
      auditor 
      to hold office from 
      the 
      conclusion of the 
      Annual 
      General Meeting until 
      the conclusion of the 
      next meeting at which 
      accounts are laid 
      before 
 15   the Company.             411,300,484   100.00      2,272        0.00     411,302,756      93.72%       883,285 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To authorise the 
      Directors 
      to agree the 
      remuneration 
 16   of the auditor.          412,184,996   100.00        0          0.00     412,184,996      93.92%        1,045 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To give a general 
      power 
      and authority to the 
      Directors to allot 
 17   shares.                  379,640,122   92.10    32,545,212      7.90     412,185,334      93.92%        1,045 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To give a general 
      power 
      and authority to the 
      Directors to dis-apply 
 18   pre-emption rights.      412,179,207   100.00      4,562        0.00     412,183,769      93.92%        2,272 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To give authority to 
      the Directors to 
      dis-apply 
      additional pre-emption 
 19   rights.                  406,276,250   98.57     5,907,501      1.43     412,183,751      93.92%        2,290 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To authorise the 
      Company 
      generally to make 
      market 
      purchases of its own 
 20   ordinary shares.         411,360,854   99.80      822,912       0.20     412,183,766      93.92%        2,613 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To authorise a waiver 
      of the obligation that 
      may arise for DMGZL to 
      make a general offer 
      for the entire issued 
      share capital of the 
      Company as a result of 
      purchases by the 
      Company 
      of ordinary shares 
      pursuant 
      to the authority to 
      make 
      market purchases under 
      Resolution 20 (without 
 21   DMGZL's vote)            173,971,953   70.72    72,020,889     29.28     245,992,842      56.05%      35,239,907 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To authorise the 
      Company 
      to make political 
 22   donations.               411,278,917   99.78      903,375       0.22     412,182,292      93.92%        3,749 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To approve an 
      extension 
      to the existing Value 
 23   Creation Plan.           280,453,700   68.04    131,726,752    31.96     412,180,452      93.92%        5,589 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
      To authorise the 
      calling 
      of general meetings, 
      other than an annual 
      general meeting, on 
      not 
      less than 14 clear 
      days' 
 24   notice.                  409,816,922   99.43     2,369,119      0.57     412,186,041      93.92%          0 
---  -----------------------  ------------  -------  ------------  ---------  -------------  ------------  ----------- 
 

Resolution 2 - Approval of the Remuneration Report

In response to the voting result, ZPG Remuneration Committee Chair, Sherry Coutu said:

"I am pleased shareholders have approved the Remuneration Report. The level of voting for the resolution demonstrated strong support from the Company's shareholders. However a significant minority of shareholders voted against the report. The Committee will engage with dissenting shareholders to discuss their concerns. It is the Committee's initial understanding that some shareholders were concerned with the level of salary rise to our CFO, Andy Botha, of 16.4%. The increase for the CFO encompassed the annual adjustment for all employees of 6% plus ongoing adjustment to bring the CFO's salary in line with ZPG's targeted market positioning as he grows in the role and based on his performance to date. The Committee prudently set his salary materially below the market on appointing him to the position to reflect his lack of experience as a FTSE 250 CFO. The changes made by the Committee to his remuneration over the previous two financial years are to bring his remuneration more in line with the market as he gains experience and based on his excellent performance in the role since appointment."

Resolution 3 - Approval of a revised Remuneration Policy to include the amended VCP

Resolution 23 - Approval of the amendment to the VCP

In response to the voting results, ZPG Remuneration Committee Chair, Sherry Coutu said:

"I am pleased shareholders have approved these remuneration resolutions, enabling the Company to continue to retain and incentivise our highly entrepreneurial and creative CEO Alex Chesterman, the founder of the Company, for the next period. The feedback from the consultation with shareholders prior to the AGM notice being published demonstrated strong support from the Company's top shareholders. The Remuneration Committee, through the extensive shareholder consultation exercise, knows why certain shareholders voted against the resolutions. The principal reason was that some shareholders disagreed with the Remuneration Committee's view that the maximum potential opportunity under the extended VCP was necessary to incentivise and retain the Company's unique CEO and some disagreed with the VCP structure as a matter of principal. The Remuneration Committee will re-engage with dissenting shareholders to discuss further their concerns and explore how in operating the VCP they may be addressed, whilst not prejudicing the success of the Company or jeopardizing the majority shareholder view."

In relation to Resolutions 2, 3 and 23 the Company will provide an update on its engagement with shareholders which will be set out in an RNS Announcement within six months of the meeting with the final summary set out in next year's Annual Report on Remuneration.

Resolution 21 - To authorise a waiver of the obligation that may arise for DMGZL to make a general offer for the entire issued share capital of the Company as a result of purchases by the Company pursuant to Resolution 20.

In response to the voting results, Mike Evans, Chairman of ZPG said:

"Our ability to choose the best capital returns policy for shareholders and maximise shareholder value would be limited without the approval of this resolution, as without the waiver in place, if we decided to perform a buyback, either we would have to ensure DMGT participate in it fully to prevent an increase in holding, or have to get a waiver at that stage, including calling a GM. By having the waiver approved now, it simply keeps the options open for the Company. The Company will now engage with dissenting shareholders to discuss their concerns."

Notes:

(i) Votes 'For' include those votes giving the Chairman discretion.

(ii) On 26 January 2018 there were 438,878,839 shares in issue with the right to vote.

(iii) The votes 'Withheld' are not counted towards the votes cast 'For' or 'Against' at the Annual General Meeting.

Full details of the resolutions were set out in the Notice of Annual General Meeting, dated 13 December 2017.

Resolutions 1 to 17 and 21 to 23 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast 'For' the resolutions.

Resolutions 18 to 20 and 24 were special resolutions, requiring at least 75% of shareholders' votes to be cast 'For' the resolutions.

Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at www.hemscott.com/nsm.do.

ENDS

This information is provided by RNS

The company news service from the London Stock Exchange

END

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January 30, 2018 07:23 ET (12:23 GMT)