RNS Number : 8134X
Ocado Group PLC
01 May 2019
 

RESULT OF AGM

OCADO GROUP PLC

1 May 2019 

Ocado Group plc

Annual General Meeting 2019 Results

 

The Annual General Meeting of Ocado Group plc (the "Company") was held at The London Stock Exchange Building, 10 Paternoster Square, London, EC4M 7LT on Wednesday, 1 May 2019 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

580,935,222

100.00%

686

0.00%

580,935,908

3,734,886

2.

To approve the Directors' Remuneration Policy

440,260,450

75.77%

140,813,977

24.23%

581,074,427

3,596,366

3.

To approve the Directors' Remuneration Report

436,208,712

74.62%

148,357,899

25.38%

584,566,611

104,182

4.

To re-appoint Lord Rose as a Director of the Company

560,587,988

96.00%

23,366,438

4.00%

583,954,426

716,367

5.

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

580,939,810

99.37%

3,709,015

0.63%

584,648,825

21,969

6.

To re-appoint Duncan Tatton-Brown as a Director of the Company

580,356,117

99.27%

4,291,922

0.73%

584,648,039

22,755

7.

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

579,652,618

99.15%

4,995,421

0.85%

584,648,039

22,755

8.

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

580,935,985

99.37%

3,712,054

0.63%

584,648,039

22,755

9.

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

580,828,501

99.35%

3,818,020

0.65%

584,646,521

24,273

10.

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

557,062,604

95.29%

27,562,917

4.71%

584,625,521

45,272

11.

To re-appoint Ruth Anderson as a Director of the Company

552,848,289

94.67%

31,129,932

5.33%

583,978,221

692,572

12.

To re-appoint Douglas McCallum as a Director of the Company

556,015,564

95.11%

28,609,958

4.89%

584,625,522

45,272

13.

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

483,526,341

82.70%

101,114,665

17.30%

584,641,006

29,787

14.

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

582,241,020

99.60%

2,333,201

0.40%

584,574,221

45,272

15.

To appoint Julie Southern as a Director of the Company

567,094,369

98.92%

6,192,725

1.08%

573,287,094

11,383,700

16.

To re-appoint Deloitte LLP as auditors of the Company

584,564,820

99.98%

90,722

0.02%

584,655,542

17,252

17.

To authorise the Directors to determine the auditors'

Remuneration

584,645,046

100.00%

11,057

0.00%

584,656,103

14,691

18.

Authority for political donations and political expenditure

578,940,447

99.02%

5,714,929

0.98%

584,655,376

15,418

19.

To approve the Ocado Value Creation Plan

441,098,974

75.72%

141,406,517

24.28%

582,505,491

2,165,302

20.

To approve the Ocado Annual Incentive Plan

471,886,092

81.30%

108,546,820

18.70%

580,432,912

4,237,881

21.

To approve the Ocado 2019 Sharesave Scheme

581,543,328

99.47%

3,103,855

0.53%

584,647,183

23,610

22.

To approve the Ocado 2019 Executive Share Option Scheme

578,319,710

98.92%

6,328,586

1.08%

584,648,296

22,497

23.

To approve the amendment to the Chairman's Share Matching Award

449,872,574

77.04%

134,084,120

22.96%

583,956,694

714,099

24.

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

579,879,635

99.18%

4,771,650

0.82%

584,651,285

19,509

25.

Authority to allot shares in connection with a rights issue only

563,415,595

96.37%

21,239,968

3.63%

584,655,563

15,231

Special Resolutions

26.

General authority to disapply pre-emption rights

581,304,750

99.43%

3,346,324

0.57%

584,651,074

19,720

27.

Additional authority to disapply pre-emption rights

574,322,582

98.23%

10,328,491

1.77%

584,651,073

19,720

28.

Authority to purchase own shares

583,017,207

99.74%

1,530,070

0.26%

584,547,277

123,516

29.

Notice of general meetings

577,415,280

98.76%

7,241,081

1.24%

584,656,361

14,433

 

Where 20 per cent or more of the votes have been cast against a board recommendation for a resolution the UK Corporate Governance Code 2018 states that a company should explain, when announcing voting results, what actions it intends to take to consult shareholders in order to understand the reasons behind the result.

Andrew Harrison, Chairman of the Remuneration Committee said, in relation to the voting results of the Annual General Meeting:

"I am pleased that all resolutions were duly passed and would like to thank our shareholders for their continued support. The Board notes the outcome of the shareholder votes against Resolution 2 (the Directors' Remuneration Policy), Resolution 3 (the Directors' Remuneration Report), Resolution 19 (the Ocado Value Creation Plan), Resolution 20 (the Ocado Annual Incentive Plan) and Resolution 23 (the amendment to the Chairman's Share Matching Award).

The Board recognises that some shareholders voted against our remuneration proposals. As explained in the Company's annual report and accounts for the 52 weeks ended 2 December 2018, in preparing the 2019 remuneration proposals, the Company carried out an extensive shareholder consultation exercise with its largest shareholders and the representative bodies. The Remuneration Committee was pleased with the support most of our largest shareholders gave to our original proposals, in particular the understanding of our rationale for the main changes proposed. In finalising our proposals, shareholder feedback received was carefully considered, in particular the feedback on the proposed Value Creation Plan. As a result of this consultation exercise, changes were made to the operation of the remuneration proposals in line with suggestions made by shareholders. The 2019 annual report sets out full details of the Remuneration Committee's rationale for the proposed changes to the current policy, shareholder feedback during the consultation and the final position reached. The Board believes that the changes to the remuneration policy address the challenge of formulating incentive plans that drive exceptional and sustainable growth and reward short-term operational and strategic decisions, while motivating and retaining the Company's executive team.

The Board believes that as a result of the consultation exercise it understands the reasons why some shareholders were not supportive of the remuneration proposals. We will continue to engage with shareholders on remuneration and governance matters and are committed to consulting on the formation of the future remuneration policies.

With regards to Resolution 23 (the amendment to the Chairman's Share Matching Award), the Remuneration Committee believes that since the Matching Shares remain subject to an ongoing restriction that prevents sale of these shares, these arrangements alone provide sufficient alignment of interests between the Company, its shareholders and the Chairman. Although this change is a one-off matter, the Remuneration Committee will in any event, seek feedback from the shareholders who did not support this proposal and report on this in due course."

 

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 1 May 2019, the Company's issued share capital was 699,558,324 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) 2,148,693 shares are held by Yorkshire Building Society, 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) 982,640 shares are held by Wealth Nominees Limited, and 1,482,643 shares are held by Numis Nominees (Client) Ltd, both on behalf of 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 2,465,283 ordinary shares, although it may vote in respect of 982,640 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 2,465,283 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 2,465,283 ordinary shares held by the EBT Trustee.

 

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 18 to 29 (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 http://www.morningstar.co.uk/uk/NSM.

 

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


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