ASHTEAD GROUP PLC - Notice of AGM Results

PR Newswire

London, September 17

Ashtead Group PLC

AGM Statement

17thSeptember 2021

ASHTEAD GROUP PLC

(the “Company”)

AGM Statement & Results

AGM Statement & Results

At the Annual General Meeting of the Company “Ashtead Group plc” held on 16thSeptember 2021 at 2:30pm, all resolutions put to shareholders were duly passed on a poll with the required majorities. The full text of each resolution is contained in the Notice of Annual General Meeting. Resolutions 1 to 16 were passed as ordinary resolutions. Resolutions 17 – 21 were passed as special resolutions.

ORDINARY RESOLUTIONS Votes for (including discretionary votes) % Votes for * Votes against % Votes against * Total no. of votes validly cast Total % of voting capital voted (including withheld) ** Votes
withheld
1.     That the accounts for the year ended 30 April 2021, the directors’ report and the auditors’ report be adopted. 336,487,579 99.98 58,770 0.02 338,546,349 75.25 2,037,076
2.     That the directors’ remuneration report for the year ended 30 April 2021 be approved. 214,865,136 63.97 121,031,689 36.03 335,896,825 75.10 2,686,595
3.     That the directors’ remuneration policy set out in the annual
report of the Company for the year ended 30 April 2021 be approved.		 184,430,438 60.72 119,284,600 39.28 303,715,038 67.91 34,868,385
4. That the final dividend recommended by the directors of 35p
per ordinary share for the year ended 30 April 2021 be declared payable on 21 September 2021 to holders of ordinary shares registered at the close of business on 20 August 2021.		 338,551,782 99.99 28,181 0.01 338,579,963 75.70 3,461
5.     That Paul Walker be re-elected as a director. 328,266,803 97.09 9,823,099 2.91 338,089,902 75.59 493,523
6. That Brendan Horgan be re-elected as a director. 335,073,154 98.97 3,483,164 1.03 338,556,318 75.70 27,107
7.     That Michael Pratt be re-elected as a director. 337,899,182 99.81 656,536 0.19 338,555,718 75.70 27,707
8.     That Angus Cockburn re-elected as a director. 329,480,982 97.32 9,075,006 2.68 338,555,988 75.70 27,437
9.     That Lucinda Riches be re-elected as a director. 296,991,992 97.41 7,884,918 2.59 304,876,910 68.17% 33,706,515
10.   That Tanya Fratto be re-elected as a director. 330,128,591 97.51 8,424,397 2.49 338,552,988 75.69% 30,437
11.   That Lindsley Ruth be re-elected as a director. 331,811,670 97.91 7,083,670 2.09 338,895,340 75.77 30,437
12. That Jill Easterbrook re-elected as a director. 333,512,655 98.41 5,382,685 1.59 338,895,340 75.77 30,437
13. That Deloitte LLP be re-appointed as auditor of the Company. 331,318,649 97.76 7,588,785 2.24 338,907,434 75.77 18,352
14.   That the directors be authorised to fix the remuneration of the
auditor of the Company.		 336,076,809 99.16 2,839,462 0.84 338,916,271 75.78 9,515
15.  Approval of Long-Term Incentive Plan 251,802,181 74.44 86,440,905 25.56 338,243,086 75.63 682,699
16. That the directors are authorised to allot the shares under section 551 (1) (a) and (b) of the Companies Act 2006. 321,584,625 94.89 17,331,859 5.11 338,916,484 75.78 9,301

SPECIAL RESOLUTIONS		 Votes for (including discretionary votes) % Votes for * Votes against % Votes against * Total no. of votes validly cast Total % of voting capital voted (including withheld) ** Votes
withheld
17.   That the directors be empowered to disapply the provisions of section 561 (1) to (6) of the Companies Act 2006. 336,839,971 99.70 1,023,733 0.30 337,863,704 75.54 1,062,083
18.   That the directors be empowered to issue shares on a non
pre-emptive basis.		 330,229,671 97.74 7,638,118 2.26 337,867,789 75.54 1,057,998
19. That the directors be authorised to make market purchases of the Company's shares under section 701 of the Companies Act. 330,078,164 97.78 7,500,959 2.22 337,579,123 75.48 1,346,664
20. That a general meeting other than an annual general meeting may be called on not less than 14 clear days’ notice. 324,108,847 95.63 14,799,626 4.37 338,908,473 75.77 17,314
21. Amendments to articles of association 338,734,201 100.00 6,037 0.00 338,740,238 75.74 185,549

* A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes “for” and “against” a resolution.

** Percentage of issued share capital (excluding 4,093,307 treasury shares)

The Ashtead Board is pleased to note that all resolutions were passed with the requisite majority of votes and welcomes the overwhelming support of the Company's shareholders for the majority of the resolutions proposed.

During 2020/21, we consulted extensively with our largest shareholders, proxy advisors and shareholder representative organisations on the proposed Directors’ Remuneration Report (Resolution 2), the proposed Directors’ Remuneration Policy (Resolution 3) and the new Long-Term Incentive Plan (Resolution 15).  The Board notes that a majority of shareholders voted in support of the three resolutions. Accordingly, the new Remuneration Policy will take effect for three years from fiscal year 2022 and will be implemented by the Remuneration Committee. 

The Board acknowledges that some shareholders did not vote in favour of these three resolutions.  In making its Executive Director pay decisions and devising the new Directors’ Remuneration Policy, the Board was acutely aware of the sensitivities around executive remuneration in the prevailing environment and balanced these concerns with the need to retain and incentivise a strong management team to deliver on our ambitious growth strategy. Importantly, the new policy is aligned with the wider workforce, who have the opportunity to share, in a meaningful and aligned manner, in the value created for shareholders over the next few years.  Consequently, the Board firmly believes that the changes approved by shareholders are in the best interests of all of the Group’s stakeholders. 

We value an open and transparent dialogue with our shareholders and we will continue to engage with them to ensure all views are understood and respected and taken into consideration in applying the new Directors' Remuneration Policy going forwards. In accordance with the UK Corporate Governance Code we will publish an update on this engagement within six months of the AGM.

Contact:

Will Shaw – Investment Manager, 020 7726 9700

Maitland - James McFarlane - 0207 379 5151