INTERCONTINENTAL HOTELS GROUP PLC
Results of 2023 Annual General Meeting
The Annual General Meeting of InterContinental Hotels Group PLC was held on Friday 5 May 2023.
All resolutions set out in the Notice of Meeting were duly passed by way of a poll. 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 |
VOTES FOR |
% |
VOTES AGAINST |
% |
TOTAL VOTES |
% of ISC |
VOTES WITHHELD |
|
| 1 |
Report and Accounts 2022 |
139,307,002 |
99.99 |
11,249 |
0.01 |
139,318,251 |
81.03% |
542,818 |
| 2 |
Directors' Remuneration Policy |
103,155,928 |
74.85 |
34,661,408 |
25.15 |
137,817,336 |
80.16% |
2,043,591 |
| 3 |
Directors' Remuneration Report 2022 |
103,932,823 |
76.94 |
31,147,109 |
23.06 |
135,079,932 |
78.57% |
4,780,994 |
| 4 |
Declaration of final dividend |
139,819,948 |
100 |
2,455 |
0.00 |
139,822,403 |
81.33% |
38,666 |
| 5(a) |
Election of Michael Glover as a Director |
139,753,265 |
99.96 |
62,019 |
0.04 |
139,815,284 |
81.32% |
45,785 |
| 5(b) |
Election of Byron Grote as a Director |
132,409,424 |
94.71 |
7,402,985 |
5.29 |
139,812,409 |
81.32% |
48,658 |
| 5(c) |
Election of Deanna Oppenheimer as a Director |
133,430,934 |
95.44 |
6,381,526 |
4.56 |
139,812,460 |
81.32% |
48,608 |
| 5(d) |
Re-election of Graham Allan as a Director |
136,024,914 |
97.29 |
3,788,504 |
2.71 |
139,813,418 |
81.32% |
47,651 |
| 5(e) |
Re-election of Keith Barr as a Director |
139,792,457 |
99.98 |
23,538 |
0.02 |
139,815,995 |
81.32% |
45,074 |
| 5(f) |
Re-election of Daniela Barone Soares as a Director |
138,774,623 |
99.26 |
1,038,016 |
0.74 |
139,812,639 |
81.32% |
48,430 |
| 5(g) |
Re-election of Arthur de Haast as a Director |
139,786,319 |
99.98 |
26,253 |
0.02 |
139,812,572 |
81.32% |
48,497 |
| 5(h) |
Re-election of Duriya Farooqui as a Director |
139,541,235 |
99.81 |
271,407 |
0.19 |
139,812,642 |
81.32% |
48,427 |
| 5(i) |
Re-election of Jo Harlow as a Director |
132,320,376 |
96.56 |
4,720,631 |
3.44 |
137,041,007 |
79.71% |
2,820,061 |
| 5(j) |
Re-election of Elie Maalouf as a Director |
139,705,375 |
99.92 |
110,330 |
0.08 |
139,815,705 |
81.32% |
45,363 |
| 5(k) |
Re-election of Sharon Rothstein as a Director |
139,557,460 |
99.82 |
256,271 |
0.18 |
139,813,731 |
81.32% |
47,338 |
| 6 |
Re-appointment of Auditor |
139,375,662 |
99.68 |
446,765 |
0.32 |
139,822,427 |
81.33% |
38,642 |
| 7 |
Remuneration of Auditor |
139,785,416 |
99.98 |
33,445 |
0.02 |
139,818,861 |
81.33% |
42,064 |
| 8 |
Political Donations |
136,302,997 |
97.50 |
3,495,090 |
2.50 |
139,798,087 |
81.31% |
62,982 |
| 9 |
Adoption of new Deferred Award Plan rules |
137,687,130 |
98.49 |
2,113,639 |
1.51 |
139,800,769 |
81.32% |
60,299 |
| 10 |
Allotment of shares |
133,330,227 |
95.36 |
6,489,694 |
4.64 |
139,819,921 |
81.33% |
41,146 |
| 11 |
Disapplication of pre-emption rights |
135,593,110 |
96.99 |
4,201,546 |
3.01 |
139,794,656 |
81.31% |
66,267 |
| 12 |
Further disapplication of pre-emption rights |
130,569,021 |
93.68 |
8,809,952 |
6.32 |
139,378,973 |
81.07% |
482,094 |
| 13 |
Authority to purchase own shares |
139,261,984 |
99.61 |
549,422 |
0.39 |
139,811,406 |
81.32% |
49,663 |
| 14 |
Notice of General Meetings |
131,432,772 |
94.00 |
8,386,366 |
6.00 |
139,819,138 |
81.33% |
41,930 |
The Board notes that 25.15% of shareholders voted against the Directors' Remuneration Policy (DRP) (Resolution 2) and 23.06% against the 2022 Directors' Remuneration Report (DRR) (Resolution 3).
The Remuneration Committee Chair's statement accompanying the DRP contained the background and rationale for the updates to the DRP. The DRR included a detailed narrative on the Remuneration Committee reasoning and considerations in the determination of the 2022 Executive Director pay outcomes.
The Board recognises that there exists a range of views across the shareholder base in relation to the approach to Executive Director pay.
In late 2022 and early 2023, the Remuneration Committee consulted extensively with shareholders and the major proxy agencies on the key features of the DRP and the decisions in relation to 2022 pay outcomes. The consultation included engaging with around 60% of the ownership of the Company. All of IHG's 10 largest shareholders voted in support of the DRP; of IHG's 25 largest holders, there were only 3 who voted against.
The Board will engage further with ISS and shareholders who voted against these resolutions in the coming months in accordance with the UK Corporate Governance Code. As part of this process, the Board will seek to understand more about the reasons behind the ISS recommendation and shareholder votes against the DRP and DRR. An update will be provided within six months of the 2023 Annual General Meeting.
Notes:
1. The 'For' vote includes those giving the Chair discretion.
2. Votes 'Withheld' are not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
3. Resolutions 11 to 14 are special resolutions.
4. IHG's total issued share capital consists of 179,431,083 ordinary shares of 20 340/399 pence each, of which 7,506,782 ordinary shares are held in treasury. The total number of voting rights in the Company is 171,924,301.
5. Copies of the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the UK Listing Authority via the National Storage Mechanism and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Unless otherwise defined herein, terms used in this announcement shall have the meaning given to them in the Notice of Meeting.
For further information, please contact:
| Investor Relations: |
Stuart Ford (+44 (0)7823 828 739); Aleksandar Milenkovic (+44 (0)7469 905 720); Joe Simpson (+44 (0)7976 862 072) |
| Media Relations: |
Amy Shields (+44 (0)7881 035 550); Alex O'Neil (+44 (0)7407 798 576)
|
About IHG Hotels & Resorts
About IHG Hotels & Resorts:
IHG Hotels & Resorts [LON:IHG, NYSE:IHG (ADRs)] is a global hospitality company, with a purpose to provide True Hospitality for Good.
With a family of 18 hotel brands and IHG One Rewards, one of the world's largest hotel loyalty programmes, IHG has over 6,000 open hotels in more than 100 countries, and more than 1,900 in the development pipeline.
- Luxury & Lifestyle: Six Senses Hotels Resorts Spas, Regent Hotels & Resorts, InterContinental Hotels & Resorts, Vignette Collection, Kimpton Hotels & Restaurants, Hotel Indigo
- Premium: voco hotels, HUALUXE Hotels & Resorts, Crowne Plaza Hotels & Resorts, EVEN Hotels
- Essentials: Holiday Inn Hotels & Resorts, Holiday Inn Express, avid hotels
- Suites: Atwell Suites, Staybridge Suites, Holiday Inn Club Vacations, Candlewood Suites
- Exclusive Partners: Iberostar Beachfront Resorts
InterContinental Hotels Group PLC is the Group's holding company and is incorporated and registered in England and Wales. Approximately 345,000 people work across IHG's hotels and corporate offices globally.
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