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Ocado Group PLC
04 May 2022
 

RESULT OF AGM

OCADO GROUP PLC

4 May 2022

Ocado Group plc

Annual General Meeting 2022 Results

 

The Annual General Meeting of Ocado Group plc (the "Company") was held at 45 Gresham Street, London EC2V 7BF as a combined physical and electronic meeting, on Wednesday 4 May 2022 at 10.00am.

 

All resolutions were decided on a poll and all resolutions proposed at the Annual General Meeting were passed by shareholders. The full text of each resolution is contained in the notice of Annual General Meeting, which is available on the Company's website www.ocadogroup.com (with each resolution number below corresponding to the resolution number in the notice).

 

The number of votes for and against each of the resolutions put before the Annual General Meeting and the number of votes withheld were as follows:

 

 

Resolutions

For

Against

Total Votes

Votes Withheld

Votes

%

Votes

%

Ordinary Resolutions

1.

To receive the Annual Report and Accounts

628,422,055

99.98

132,697

0.02

628,554,752

3,370,966

2.

To approve the Directors' Remuneration Policy

446,931,547

70.73

184,973,188

29.27

631,904,735

20,983

3.

To approve the Directors' Remuneration Report

611,544,200

97.12

18,113,437

2.88

629,657,637

2,268,081

4.

To re-appoint Rick Haythornthwaite as a Director of the Company

581,465,994

93.16

42,692,857

6.84

624,158,851

7,766,867

5.

To re-appoint Tim Steiner as a Director of the Company

628,065,009

99.39

3,836,500

0.61

631,901,509

24,209

6.

To re-appoint Stephen Daintith as a Director of the Company

625,125,856

99.15

5,356,241

0.85

630,482,097

1,443,621

7.

To re-appoint Neill Abrams as a Director of the Company

622,279,363

99.05

5,955,323

0.95

628,234,686

3,691,032

8.

To re-appoint Mark Richardson as a Director of the Company

628,046,459

99.39

3,854,464

0.61

631,900,923

24,795

9.

To re-appoint Luke Jensen as a Director of the Company

627,934,292

99.37

3,965,558

0.63

631,899,850

25,868

10.

To re-appoint Jörn Rausing as a Director of the Company

608,021,351

97.07

18,322,444

2.93

626,343,795

5,581,923

11.

To re-appoint Andrew Harrison as a Director of the Company

589,255,508

93.25

42,643,913

6.75

631,899,421

26,297

12.

To re-appoint Emma Lloyd as a Director of the Company

610,920,071

96.68

20,979,500

3.32

631,899,571

26,147

13.

To re-appoint Julie Southern as a Director of the Company

607,309,606

96.11

24,590,112

3.89

631,899,718

26,000

14.

To re-appoint John Martin as a Director of the Company

619,136,040

97.98

12,763,527

2.02

631,899,567

26,151

15.

To re-appoint Michael Sherman as a Director of the Company

618,710,648

97.91

13,189,143

2.09

631,899,791

25,927

16.

To appoint Nadia Shouraboura as a Director of the Company

628,717,186

99.50

3,181,081

0.50

631,898,267

27,451

17.

To re-appoint Deloitte LLP as auditor of the Company

630,287,719

99.97

205,018

0.03

630,492,737

1,432,981

18.

To authorise the Directors to determine the auditor's

remuneration

631,621,010

99.95

293,714

0.05

631,914,724

10,994

19.

Authority for political donations and political expenditure

621,437,705

98.63

8,647,489

1.37

630,085,194

1,840,524

20.

To approve amendments to the Ocado Group 2019 Value Creation Plan

450,604,811

71.31

181,297,188

28.69

631,901,999

23,719

21.

Authority to allot shares up to one-third of issued share capital

628,870,893

99.52

3,039,015

0.48

631,909,908

15,810

22.

Authority to allot shares in connection with a rights issue only

626,090,672

99.30

4,404,256

0.70

630,494,928

1,430,790

Special Resolutions

23.

General authority to disapply pre-emption rights

631,535,684

99.94

376,849

0.06

631,912,533

13,185

24.

Additional authority to disapply pre-emption rights

629,796,933

99.67

2,115,612

0.33

631,912,545

13,173

25.

Authority to purchase own shares

630,095,427

99.73

1,731,429

0.27

631,826,856

98,862

26.

Adoption of New Articles of Association

631,794,958

99.98

121,163

0.02

631,916,121

9,597

27.

Notice of general meetings

624,621,920

98.85

7,296,326

1.15

631,918,246

7,472

 

 

The Board notes that all resolutions were duly passed and would like to thank shareholders for their continued support. The Board also notes the outcome of the shareholder votes against Resolution 2 (the Directors' Remuneration Policy) and Resolution 20 (Amendments to the Value Creation Plan). 

 

As part of developing the remuneration Policy for the coming three years, the Remuneration Committee Chairman undertook an extensive programme of engagement with our largest shareholders and representative bodies to seek input on the proposed changes.  Many of our largest shareholders understood the strategic rationale for continuing to operate a non-standard, leveraged long-term incentive plan at Ocado and indicated their support for our proposals to extend the scheme beyond its original five-year term. In particular, shareholders recognised the challenges associated with recruiting internationally and competing for talent within the technology sector. Furthermore, the Committee notes that it continues to be Ocado's remuneration policy to aim to set fixed pay towards the lower quartile of the market and offer substantial comparative reward (via our incentives) for transformational performance.

 

In finalising our proposals, all shareholder feedback received was carefully considered, in particular the feedback on the VCP extension, and a number of changes were made to the original proposals in response to suggestions received.  Details of our rationale for the final proposals and how they were shaped during consultation are set out in the 2021 annual report.


The Board understands the concerns of some shareholders around the non-standard nature of the VCP, which was reflected in the votes on Resolutions 2 and 20.  However, it continues to believe that the changes proposed and approved offer the best way to drive exceptional and sustainable growth, whilst also rewarding short-term operational and strategic decisions.

 

The Remuneration Committee will keep the operation of the VCP and all other aspects of executive remuneration under review and will continue to engage with shareholders to understand their perspectives and concerns.

 

This announcement is made pursuant to the requirements of Listing Rules 9.6.2 and 9.6.18. In accordance with Listing Rule 9.6.2, a copy of resolutions 17 to 24 (as set out in the notice of Annual General Meeting), being the resolutions passed at the Annual General Meeting not concerning ordinary business, has been submitted today to the Financial Conduct Authority's national storage mechanism. This document will be available for viewing at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

A copy of the Annual General Meeting results will be available on Ocado's website: www.ocadogroup.com.

 

Person responsible for arranging the release of this announcement:

 

Neill Abrams

Group General Counsel and Company Secretary

Ocado Group plc

Buildings One & Two, Trident Place,

Mosquito Way,

Hatfield

Hertfordshire, AL10 9UL

+ 44 1707 228 000

company.secretary@ocado.com 

Ocado Group plc LEI: 213800LO8F61YB8MBC74

Notes:

 

(i)    Votes 'withheld' are not votes under English law and so have not been included in the calculation of whether a resolution is carried. Percentages have been rounded to two decimal places.

 

(ii)   As at 7.00am on 4 May 2022, the Company's issued share capital was 751,924,363 ordinary shares of 2p each admitted to trading. The Company does not hold any ordinary shares in treasury. Each ordinary share carries the right to one vote in relation to all circumstances at general meetings of the Company. Of these issued ordinary shares: (1) 1,670,409 shares are held by Solium Trustee (UK) Limited, the trustee for the Company's employee Share Incentive Plan, who must vote, at the request of a participant, in respect of ordinary shares held by the trustee on behalf of that participant; (2) 564,988 shares are held by Wealth Nominees Limited, and 9,874,160 shares are held by Numis Nominees (Client) Ltd, both on behalf of Ocorian Limited (formerly known as Estera Trust (Jersey) Limited), the independent company which is the trustee of Ocado's Employee Benefit Trust (the "EBT Trustee"). The EBT Trustee has waived its right to exercise its voting rights and to receive dividends in respect of 9,874,160 ordinary shares, although it may vote in respect of 564,988 ordinary shares which have vested under the joint share ownership scheme and remain in the trust, at the request of a participant. The total of 10,439,148 ordinary shares held by the EBT Trustee are treated as treasury shares in the group's consolidated balance sheet in accordance with IAS 32 ''Financial Instruments: Presentation''. As such, calculations of earnings per share for Ocado exclude the 10,439,148 ordinary shares held by the EBT Trustee.

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