GREENE KING PLC
RESULTS OF AGM
The annual general meeting of Greene King plc was held at the Millennium Grandstand, Rowley Mile Racecourse Conference Centre, Newmarket on Friday 6 September 2019. All resolutions put to the members were passed on a show of hands, resolutions 1 to 14 as ordinary resolutions and resolutions 15 to 17 as special resolutions.
Copies of all resolutions passed at the meeting, other than those resolutions concerning ordinary business, are being submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
The results of the proxy votes lodged in advance of the meeting are set out below.
Resolution |
Votes for |
Percentage |
Votes Against |
Percentage |
Votes Withheld |
To receive and adopt the report of the accounts |
184,739,521 |
99.93 |
135,660 |
0.07 |
1,935,264 |
To approve the directors' remuneration report |
121,584,808 |
67.46 |
58,658,580 |
32.54 |
6,567,057 |
To declare a final dividend |
185,129,867 |
99.99 |
11,546 |
0.01 |
1,669,032 |
To re-elect Mike Coupe as a director |
175,291,139 |
94.89 |
9,436,470 |
5.11 |
2,082,836 |
To re-elect Gordon Fryett as a director |
175,294,637 |
94.89 |
9,433,147 |
5.11 |
2,082,661 |
To re-elect Rob Rowley as a director |
172,745,537 |
94.75 |
9,572,283 |
5.25 |
4,492,625 |
To re-elect Richard Smothers as a director |
183,464,143 |
99.32 |
1,264,291 |
0.68 |
2,082,011 |
To re-elect Lynne Weedall as a director |
175,190,912 |
94.84 |
9,537,353 |
5.16 |
2,082,180 |
To re-elect Philip Yea as a director |
183,834,677 |
99.52 |
885,525 |
0.48 |
2,089,643 |
To elect Nick Mackenzie as a director |
183,960,548 |
99.59 |
765,364 |
0.41 |
2,084,533 |
To elect Sandra Turner as a director |
172,730,473 |
93.51 |
11,995,148 |
6.49 |
2,084,824 |
To re-appoint Ernst & Young LLP as auditors |
181,025,431 |
97.76 |
4,142,679 |
2.24 |
1,671,659 |
To authorise the directors to determine the remuneration of the auditors |
185,018,443 |
99.94 |
112,536 |
0.06 |
1,679,466 |
To renew the directors' allotment authority |
184,870,129 |
99.86 |
250,341 |
0.14 |
1,689,975 |
To authorise non-pre-emptive issues of ordinary shares up to 5% of share capital* |
184,617,904 |
99.73 |
504,338 |
0.27 |
1,688,203 |
To renew the authority for market purchases* |
183,882,812 |
99.40 |
1,102,158 |
0.60 |
1,825,475 |
To allow the company to hold general meetings on 14 days' notice* |
179,339,890 |
96.01 |
7,457,632 |
3.99 |
12,923 |
* Special resolutions
Note: Any proxy appointments which gave discretion to the chairman or to representatives of the CK Asset Holdings Limited group have been included in the "For" total.
We note the result of the vote on resolution 2, the approval of the directors' remuneration report for 2019, where shareholders holding 32.5% of the shares that were voted did not support this resolution.
We are disappointed by this result which we believe reflects some of our shareholders being aligned to the recommendation of one of the proxy voting agencies on this resolution, although other agencies and the majority of our leading shareholders (with whom we communicated with prior to the meeting) were supportive.
We understand that some of our shareholders have concerns regarding the arrangements made for our former CEO's departure from Greene King. However, as we disclosed in our directors' remuneration report, there were specific commercial reasons for the arrangements made (relating to our former CEO's historic contractual terms and lack of restrictive covenants) and we believe the arrangements were necessary and appropriate to secure the best outcome for the company and its shareholders. The service contracts for all current directors conform to market expectations.
The remuneration committee will reflect on the results of this vote. As we have stated in our 2019 directors' remuneration report, it is our intention to engage with our larger shareholders and proxy agencies as we review our directors' remuneration policy during 2019/20 ahead of its planned renewal at the 2020 AGM, although this process is likely be influenced by whether shareholders approve the recommended cash offer by CK Noble (UK) Limited for the entire issued and to be issued share capital of Greene King which was announced on 19 August 2019.
For further information please contact:
Lindsay Keswick
Company Secretary
Tel: 01284 763222