21 February 2019                                                                                                                  LEI: 213800QGNIWTXFMENJ24

 

 

 

SSP Group plc (the "Company")

 

 

Voting Results of Annual General Meeting held on 21 February 2019

 

 

The Company announces that its Annual General Meeting held at 11.00am on 21 February 2019 at Travers Smith LLP, 10 Snow Hill, London, EC1A 2AL was successfully concluded.

 

All Resolutions were duly passed by shareholders by way of a poll.  The voting results are below and will also be available on the Company's website (www.foodtravelexperts.com).

 

 

Resolution	Votes For	%	Votes Against	%	Votes Total	% of issued share capital voted	Votes withheld
1. To receive the Company's annual accounts for the year ended 30 September 2018 together with the Directors' report and the Auditors' report on those accounts	389,278,056	99.99%	33,894	0.01%	389,311,950	83.36%	970,717
2. To approve the Directors' Remuneration Report for the year ended 30 September 2018 (excluding Directors' Remuneration Policy)	254,441,086	66.39%	128,798,265	33.61%	383,239,351	82.06%	7,043,316
3. To approve the final dividend recommended by the Directors of 5.4 pence per share for the financial year ended 30 September 2018 and to declare it payable on 29 March 2019	389,412,287	99.78%	869,636	0.22%	390,281,923	83.57%	744
4. To re-elect Vagn Sørensen as a Director	220,808,657	65.78%	114,893,225	34.22%	335,701,882	71.88%	54,580,785
5. To re-elect Kate Swann as a Director	384,361,570	98.48%	5,920,352	1.52%	390,281,922	83.57%	745
6. To re-elect Jonathan Davies as a Director	381,938,389	97.86%	8,343,282	2.14%	390,281,671	83.57%	996
7. To re-elect Ian Dyson as a Director	383,372,329	98.23%	6,909,342	1.77%	390,281,671	83.57%	996
8. To re-elect Per Utnegaard as a Director	387,288,056	99.23%	2,993,615	0.77%	390,281,671	83.57%	996
9. To elect Carolyn Bradley as a Director	387,246,527	99.22%	3,035,144	0.78%	390,281,671	83.57%	996
10. To elect Simon Smith as a Director	383,538,900	98.27%	6,741,410	1.73%	390,280,310	83.57%	2,357
11. To re-appoint KPMG LLP as auditor	382,870,158	98.10%	7,411,505	1.90%	390,281,663	83.57%	1,004
12. To authorise the Directors to determine the remuneration of the Auditor	389,002,165	99.67%	1,278,451	0.33%	390,280,616	83.57%	914
13. To authorise the Company and its subsidiaries to make political donations and/or incur political expenditure	387,538,696	99.30%	2,740,209	0.70%	390,278,905	83.57%	4,686
14. To authorise the Directors to allot shares pursuant to section 551 of the Companies Act 2006	351,008,138	89.94%	39,273,228	10.06%	390,281,366	83.57%	1,301
15. To declare the special dividend and to approve the share consolidation	390,227,280	99.99%	54,260	0.01%	390,281,540	83.57%	744
16. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (General)	390,222,868	99.99%	58,498	0.01%	390,281,366	83.57%	1,301
17. To authorise the Directors to dis-apply pre-emption rights pursuant to sections 570 and 573 of the Companies Act 2006 (Acquisition or Capital Investment)	381,877,631	97.85%	8,403,735	2.15%	390,281,366	83.57%	1,301
18. To authorise the Company to make market purchases of its ordinary shares	383,955,333	98.55%	5,654,615	1.45%	389,609,948	83.42%	672,719
19. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice	348,013,205	89.17%	42,268,718	10.83%	390,281,923	83.57%	744

 

Notes:

(1)      Full details of the resolutions are set out in the Notice of Annual General Meeting dated 22 January 2019 (which is available on the Company's website at www.foodtravelexperts.com).

(2)      Resolutions 1 to 15 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 16 to 19 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.

(3)      Votes 'For' include those votes giving the Chairman discretion.

(4)      There were 467,021,646 ordinary shares in issue all of which had the right to vote.

(5)      A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

(6)      Copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will soon be available for inspection at www.Morningstar.co.uk/uk/nsm.

 

 

 

 

Resolution 2: Approval of the Remuneration Report

 

The Board notes the outcome of the shareholder votes against Resolution 2 concerning the approval of the Company's Remuneration Report.

 

During 2018 we engaged with our leading shareholders and received support for our approach to remuneration. We have incorporated the feedback that we received from our investors through that process into the remuneration arrangements we have adopted for 2019.  We are keen to encourage an ongoing dialogue with our shareholders and value active participation in that process.

 

Based on input we have received in the weeks immediately preceding the AGM in 2019, we understand that some of our shareholders are concerned about the operation and disclosure of the Annual Bonus plan.  We plan to amend our approach to the operation of the Annual Bonus for Simon Smith following his appointment as CEO on 1st June 2019 such that his annual bonus will be determined by both the financial performance of the Group and his personal performance against objectives, the details of which will be provided in our 2019 Annual Report. 

 

We expect to seek shareholder approval for a new Remuneration Policy at our AGM in 2021 in line with the normal cycle for renewal.

 

The Company has good relationships with its shareholders and will continue to engage with them regarding its approach to remuneration going forward.

 

Resolution 4: Re-election of Vagn Sørensen

 

The Board also notes the outcome of the shareholder votes against Resolution 4 regarding the re-election of the Chairman, Vagn Sørensen, and recognises the concerns which continue to be expressed regarding the number of his external board appointments (despite his resignation as Chairman of Scandic Hotels Group AB following the 2018 AGM).

 

The Group also notes the FRC's view that investors and their advisors should pay due regard to a company's individual circumstances.  In this case, the Board and senior management team strongly believe that Vagn is a valuable and effective independent Chairman, a view supported by 65.78% of shareholders voting at the AGM. Vagn's knowledge of the business and extensive experience brings many benefits to the Group and his time commitment, availability and attention to his role as Chairman have never been called into question by his other Board appointments. His leadership and direction have been and will continue to be invaluable in the coming months as the Board goes through a period of transition.

 

Following the vote today, the Board and Chairman will again review his portfolio of appointments with a view to considering how we can address the concerns raised by our shareholders. As part of that process, the Board will continue its ongoing engagement with shareholders on this matter

 

For further information contact:

 

Helen Byrne

Company Secretary & General Counsel

+44 (0)207 543 3300

Investor and analyst enquiries

Sarah John

Director of Investor Relations

+44 (0)203 714 5251

E-mail: sarah.john@ssp-intl.com