National Storage Mechanism | Additional information
RNS Number : 5005T
Homeserve Plc
22 July 2022
 

HOMESERVE PLC

 

RESULTS OF ANNUAL GENERAL MEETING

 

LONDON - 22 July 2022 - The Annual General Meeting of HomeServe plc ("HomeServe", "the Company"), the international home repairs and improvements business, was held on Friday 22 July 2022.  All resolutions were decided on a poll and all resolutions proposed were passed by shareholders.

 

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:

 

Resolution

For

Percentage of Votes Cast

Against

Percentage of Votes Cast

Withheld

1. Report & Accounts

192,711,057

98.47%

3,000,866

1.53%

229,888

2. Chairman's statement on Remuneration

123,324,278

63.92%

69,623,011

36.08%

2,994,522

3. Approve Directors' Remuneration Policy

183,784,374

95.25%

9,162,225

4.75%

2,995,212

4. Re-elect Tommy Breen

151,703,742

79.42%

39,307,681

20.58%

4,930,388

5. Re-elect Ross Clemmow

192,907,315

98.47%

3,000,398

1.53%

34,098

6. Re-elect Roisin Donnelly

193,939,318

99.00%

1,967,611

1.00%

34,882

7. Re-elect Richard Harpin

192,981,184

98.50%

2,942,201

1.50%

18,426

8. Re-elect David Bower

192,889,447

98.46%

3,021,143

1.54%

31,221

9. Re-elect Tom Rusin

192,930,492

98.47%

2,991,609

1.53%

19,710

10. Re-elect Katrina Cliffe

171,423,201

87.50%

24,494,022

12.50%

24,588

11. Re-elect Stella David

192,627,231

98.32%

3,290,036

1.68%

24,544

12. Re-elect Edward Fitzmaurice

178,247,182

90.98%

17,670,301

9.02%

24,328

13. Re-elect Olivier Grémillon

179,639,379

91.70%

16,267,705

8.30%

34,727

14. Re-elect Ron McMillan

167,980,170

85.74%

27,937,170

14.26%

24,471

15. Re-appoint Auditor

188,079,217

96.01%

7,817,459

3.99%

45,135

16. Remuneration of the Auditor

193,409,245

98.72%

2,513,935

1.28%

18,631

17. Authority to allot shares

188,071,968

96.00%

7,837,744

4.00%

32,099

18. General authority to disapply pre-emption rights

192,734,554

99.86%

271,665

0.14%

2,935,592

19. Pre-emption rights

188,047,598

97.43%

4,964,837

2.57%

2,929,376

20. Purchase of own shares

192,862,667

98.45%

3,042,624

1.55%

36,520

21.       Notice of general meetings

186,082,678

96.18%

7,394,640

3.82%

2,464,493

22.       Amendment to LTIP

187,013,341

96.93%

5,918,433

3.07%

3,010,037

 

The number of shares in respect of which proxies were received was approximately 195m. The number of shares in issue was 336,671,735.

 

In accordance with 9.6.2 (R) of the Listing Rules, a copy of the resolutions passed will be submitted to the National Storage Mechanism and will be available for inspection.

 

In relation to Resolutions 2 and 4, the Board welcomes the support it received from a substantial majority of shareholders. However, it recognises that a significant minority of shareholders opposed these resolutions. 

 

 

 

On Resolution 2 (the Remuneration Report), certain shareholders and proxy advisors expressed concerns about the increase in basic salary and LTIP opportunity for Tom Rusin, the Executive Director who leads HomeServe's fast-growing North American business. HomeServe received helpful and supportive feedback after it wrote to all major shareholders and the leading proxy advisers in December 2021, to explain the importance of Mr Rusin being appropriately incentivised as an exceptional leader in North America, where competition for talent has intensified. Mr Rusin's package was benchmarked against US companies of a comparable size to HomeServe's North American division, and while it is still below US market rates, it is now considered to be sufficiently competitive. HomeServe is committed to ensuring that its remuneration practices at all levels are fair and appropriate, and enable pay to be set at the level necessary to attract, incentivise and retain high-calibre talent.

 

The increase to Mr Rusin's remuneration was agreed before HomeServe became subject to a potential takeover bid in March 2022 - a transaction which is due to complete in the fourth calendar quarter of 2022. If completion of this transaction were to be materially delayed, the Remuneration Committee would consider consulting further with shareholders to understand the reasons behind the voting result on Resolution 2.

 

On Resolution 4, (the re-election of the Chairman, Tommy Breen) the vote against was influenced by concern that HomeServe had not made sufficient progress on Board diversity. As disclosed in HomeServe's FY22 Annual Report, an offer was made to a female Non-Executive candidate in March 2022 but, given the takeover approach, it was agreed that it was not appropriate to make the appointment as planned. If this candidate had been appointed, HomeServe would have met the targets set out in the FTSE Women Leaders Review and the Parker Review. Should completion of the takeover be materially delayed, HomeServe will continue to take steps to improve the diversity of its Board.

 

 

Media enquiries

Tulchan Group

Martin Robinson

Lisa Jarrett-Kerr

homeserve@tulchangroup.com

+44 207 353 4200

 

Investor Relations

Miriam McKay - Group Communications and IR Director

miriam.mckay@homeserveplc.com

+44 7795 062564

 

 

 

About HomeServe

 

HomeServe is an international home repairs and improvements business that makes home repairs and improvements easy by matching customers to trades to generate repeat and recurring income. On 19 May 2022, a recommended offer was announced for HomeServe from Hestia Bidco Limited, an indirect subsidiary of funds advised or managed by affiliates of Brookfield Infrastructure Partners L.P., which ascribes an equity value of £4.1 billion to HomeServe.

 

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