Hollywood Bowl Group plc (the "Company")
Results of the Annual General Meeting
The Annual General Meeting (the "Meeting") of the Company was held on Friday 29 January 2021 at 9.30am (London time).
The results of the voting by way of a poll on the ordinary and special resolutions put to the AGM, and set out in the Notice of the Annual General Meeting dated 23 December 2020, were as follows:
| No |
RESOLUTION |
VOTES |
% |
VOTES |
% |
TOTAL VOTES |
% of ISC VOTED |
VOTES |
| 1 |
To receive the Directors' report and the accounts for the Company for the year ended 30 September 2020 |
131,517,286 |
99.98 |
21,042 |
0.02 |
131,538,328 |
83.52 |
2,445 |
| 2 |
To approve the Directors' Remuneration Report |
66,867,375 |
52.30 |
60,978,534 |
47.70 |
127,845,909 |
81.17 |
3,694,864 |
| 3 |
To re-elect Nick Backhouse as a Director |
126,048,237 |
95.83 |
5,484,524 |
4.17 |
131,532,761 |
83.51 |
8,012 |
| 4 |
To re-elect Peter Boddy as a Director |
122,639,298 |
98.90 |
1,360,689 |
1.10 |
123,999,987 |
78.73 |
7,540,786 |
| 5 |
To re-elect Stephen Burns as a Director |
131,526,817 |
99.99 |
5,944 |
0.01 |
131,532,761 |
83.51 |
8,012 |
| 6 |
To re-elect Laurence Keen as a Director |
131,527,180 |
99.99 |
5,581 |
0.01 |
131,532,761 |
83.51 |
8,012 |
| 7 |
To elect Ivan Schofield as a Director |
126,219,310 |
95.96 |
5,313,451 |
4.04 |
131,532,761 |
83.51 |
8,012 |
| 8 |
To elect Claire Tiney as a Director |
107,634,942 |
84.15 |
20,264,253 |
15.85 |
127,899,195 |
81.21 |
3,641,578 |
| 9 |
To re-appoint KPMG LLP as auditors of the Company |
131,507,345 |
99.98 |
23,575 |
0.02 |
131,530,920 |
83.51 |
9,853 |
| 10 |
To authorise the Audit Committee of the Company to fix the remuneration of the auditors |
131,528,021 |
99.99 |
9,081 |
0.01 |
131,537,102 |
83.52 |
3,671 |
| 11 |
To authorise the Directors to allot shares |
125,558,160 |
95.45 |
5,979,510 |
4.55 |
131,537,670 |
83.52 |
3,103 |
| 12 |
To authorise the Directors to disapply statutory pre-emption rights in respect of 5% of the Company's issued share capital |
128,467,531 |
97.66 |
3,070,139 |
2.34 |
131,537,670 |
83.52 |
3,103 |
| 13 |
To authorise the Directors to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued share capital |
128,442,638 |
97.64 |
3,095,032 |
2.36 |
131,537,670 |
83.52 |
3,103 |
| 14 |
To authorise the Company to buy back shares |
131,463,266 |
99.94 |
75,062 |
0.06 |
131,538,328 |
83.52 |
2,445 |
| 15 |
To authorise the Directors to call a general meeting other than an annual general meeting on not less than 14 clear days' notice |
125,649,265 |
95.52 |
5,887,563 |
4.48 |
131,536,828 |
83.52 |
3,945 |
Full details of the poll results will also be available on the Company's website www.hollywoodbowlgroup.com.
Resolution 2
While all of the resolutions were passed with majorities, the Board is disappointed at the result for Resolution 2 and acknowledges the significant vote against the Directors' Remuneration Report.
The Board understands that shareholders' primary concern was the decision to exercise discretion in allowing the vesting of the three-year LTIP awards granted in February 2018 for a pro-rated period. The discretion applied means that the LTIP awards (i) have a new two-year holding period applied; (ii) their release is conditional on management remaining in service until 6 February 2023; (iii) only to the extent that the Remuneration Committee judges the business to be performing in line with market expectations; and (iv) to the extent that the Group is in a position to resume the dividend.
Although the Board is satisfied that its recommendation was made in the best interests of all stakeholders, by further aligning shareholder interests to those of senior management over the longer term, it respects the views expressed by shareholders regarding this resolution.
Following the AGM, and in light of the voting outcome, the Board will continue to engage with shareholders. The Company will publish an update on that engagement, in accordance with the UK Corporate Governance Code, within six months of the 2021 AGM.
The Board is pleased that all other resolutions were carried and thanks shareholders for their continued support.
Notes:
1. Any proxy arrangement which gave discretion to the Chairman has been included in the "for" totals.
2. A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution.
3. The number of shares in issue at close of business on 27 January 2021 was 157,500,000.The Company does not hold any shares in treasury.
In accordance with Listing Rule 9.6.2, copies of resolutions passed at the Meeting concerning items other than ordinary business will shortly be available for inspection on the FCA National Storage Mechanism which can be accessed at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
| Hollywood Bowl Group Steve Burns, Chief Executive Officer Laurence Keen, Chief Financial Officer Mat Hart, Chief Marketing & Technology Officer |
via Tulchan Communications |
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| Tulchan Communications James Macey White Elizabeth Snow Laura Marshall |
+44 (0) 207 353 4200 |
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