TIDMWIZZ

RNS Number : 6490G

Wizz Air Holdings PLC

27 July 2021

RESULT OF ANNUAL GENERAL MEETING

ALL ORDINARY AND SPECIAL RESOLUTIONS DULY PASSED

Geneva, 27 July 2021: Wizz Air Holdings Plc ("Wizz Air" or "the Company") announces that at its annual general meeting ("AGM") held earlier today, all ordinary and special resolutions were duly passed. All the resolutions were decided by poll.

The results of the poll, incorporating proxy votes lodged in advance of the meeting, can be found below. Further details of each of the resolutions are contained in the notice of AGM which is available at http://corporate.wizzair.com .

 
          Resolution             Votes For      %     Votes Against     %     Total Votes    % of Issued      Votes 
                                                                                            Share Capital    Withheld* 
                                                                                                Voted 
      Ordinary resolutions 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      To receive the Company's 
      annual report and 
      accounts for the 
      financial year ended 31 
      March 
      2021 together with the 
      related directors' and 
 1    auditor's report.          16,380,655   99.70      49,667       0.30    16,430,899       15.95%         26,693 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 2    THAT the Directors'        10,994,259   66.80     5,462,746     33.20   16,456,428       15.97%           10 
      Remuneration Policy, set 
      out on pages 84 to 90 of 
      the 2021 Annual Report 
      and Accounts, be and is 
      hereby approved and 
      takes effect immediately 
      after the end of the 
      AGM on 27 July 2021. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 3    THAT the Directors'        16,269,317   98.86      187,688      1.14    16,457,582       15.97%           10 
      Remuneration Report for 
      the financial year ended 
      31 March 2021, set out 
      on pages 80 to 98 of the 
      2021 Annual Report and 
      Accounts (excluding the 
      part containing the 
      Directors' Remuneration 
      Policy), be and is 
      hereby approved. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      To approve the Wizz Air 
 4    Omnibus Plan               15,615,567   94.89   841,442         5.11    16,457,586       15.97%           6 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 5    To approve of the Wizz     11,118,557   67.56     5,338,452     32.44   16,457,586       15.97%           6 
      Air Value Creation Plan 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 6    To re-elect William A.     14,498,266   88.19     1,941,189     11.81   16,440,032       15.95%         17,560 
      Franke as a director of 
      the company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 7    To re-elect József    16,412,313   99.73      44,696       0.27    16,457,586       15.97%           6 
      Váradi as a 
      director of the company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 8    To re-elect Simon Duffy    14,293,239   86.85     2,163,770     13.15   16,457,586       15.97%           6 
      as a director of the 
      company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 9    To re-elect Simon Duffy    11,858,058   84.27     2,213,437     15.73   14,072,072       13.66%       2,385,520 
      as a director of the 
      Company (Independent 
      Shareholder vote). 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 10   To re-elect Stephen L.     16,412,084   99.73      44,926       0.27    16,457,586       15.97%           6 
      Johnson as a director of 
      the company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 11   To re-elect Barry          15,733,223   95.60      723,787      4.40    16,457,586       15.97%           6 
      Eccleston as a director 
      of the company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 12   To re-elect Barry          13,371,295   95.02      700,200      4.98    14,072,073       13.66%       2,385,519 
      Eccleston as a director 
      of the Company 
      (Independent Shareholder 
      vote). 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 13   To re-elect Andrew S.      16,412,084   99.73      44,926       0.27    16,457,586       15.97%           6 
      Broderick as a director 
      of the company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 14   To re-elect Charlotte      16,386,379   99.57      70,630       0.43    16,457,586       15.97%           6 
      Pedersen as a director 
      of the company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 15   To re-elect Charlotte      14,000,866   99.50      70,630       0.50    14,072,073       13.66%       2,385,519 
      Pedersen as a director 
      of the Company 
      (Independent Shareholder 
      vote). 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 16   To elect Charlotte         15,884,529   95.52      572,480      3.48    16,457,586       15.97%           6 
      Andsager as a director 
      of the company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 17   To elect Charlotte         13,499,015   95.93      572,480      4.07    14,072,073        13.66       2,385,519 
      Andsager as a director 
      of the Company 
      (Independent Shareholder 
      vote). 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 18   To elect Enrique Dupuy     16,415,937   99.75      41,072       0.25    16,457,586       15.97%           6 
      de Lome Chavarri as a 
      director of the company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 19   To elect Enrique Dupuy     14,030,423   99.71      41,072       0.25    14,072,073       13.66%       2,385,519 
      de Lome Chavarri as a 
      director of the Company 
      (Independent Shareholder 
      vote). 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 20   To elect Anthony Radev     16,433,908   99.86      23,101       0.14    16,457,586       15.97%           6 
      as a director of the 
      company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 21   To elect Anthony Radev     14,048,394   99.84      23,101       0.16    14,072,073       13.66%       2,385,519 
      as a director of the 
      Company (Independent 
      Shareholder vote). 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 22   To re-appoint              16,357,667   99.40      99,343       0.60    16,457,586       15.97%           6 
      PricewaterhouseCoopers 
      LLP as the Company's 
      auditors until the 
      conclusion of 
      the next AGM of the 
      Company. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 23   To authorise the audit     16,454,004   99.98       3,005       0.02    16,457,586       15.97%           6 
      committee (for and on 
      behalf of the Board) to 
      agree the remuneration 
      of the auditors. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      To authorise allotment 
 24   of shares.                 13,245,514   80.73     3,161,829     19.27   16,407,919       15.92%         49,673 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      SPECIAL RESOLUTIONS 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
      To dis-apply pre-emption 
 25   rights.                    16,302,440   99.20      131,697      0.80    16,434,714       15.95%         22,878 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 26   To dis-apply pre-emption   16,120,393   98.09      313,744      1.91    16,434,714       15.95%         22,878 
      rights in connection 
      with an acquisition or 
      specified capital 
      investment. 
---  -------------------------  -----------  ------  --------------  ------  ------------  --------------  ----------- 
 
 

*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

In accordance with paragraph 9.2.2E of the Listing Rules, the resolutions to re-elect Simon Duffy, Stephen L. Johnson, Barry Eccleston, Andrew S. Broderick, Charlotte Pedersen, Charlotte Andsager, Enrique Dupuy de Lome Chavarri and Anthony Radev as directors of the Company were approved by (a) the shareholders of the Company (resolutions 8, 10, 11, 13, 14, 16, 18 and 20) and (b) the independent shareholders of the Company (resolutions 9, 12, 15, 17, 19 and 21).

In accordance with paragraph 9.6.2R of the Listing Rules, a copies of the special resolutions approved at the AGM have been forwarded to the Financial Conduct Authority for publication through the Document Viewing Facility and will be accessible via the National Storage Mechanism website ( National Storage Mechanism | FCA ).

The total voting rights of the Company as at 3:00 p.m. on 23 July 2021, being the day on which shareholders had to be on the Company's shareholder register in order to be eligible to vote, was 103,041,132.

The AGM results will also be made available on the Company's website: General Meetings (wizzair.com) .

The Board notes that Resolutions 2 and 5, the approval of the Remuneration Policy and the Adoption of the Value Creation Plan, were opposed by more than 20% of voting shareholders.

In advance of the 2021 AGM, the Board, through the Remuneration Committee, engaged extensively with shareholders to discuss our approach to remuneration and to seek feedback on our proposals. This process led to a number of material changes to the proposals which were put forward at the AGM.

The Board understands the issues raised by certain shareholders but is wholly satisfied that the adoption of the Value Creation Plan, the new Remuneration Policy and the Wizz Air Omnibus Plan, all of which are designed to generate superior returns based on the achievement of market leading targets, are in the best interests of the Company, its shareholders and other stakeholders.

In the coming months, the Board will continue to consult with major shareholders on remuneration and wider governance matters. In accordance with the UK Corporate Governance Code, the Board will publish an update on this engagement within six months of the AGM.

The Board is pleased that each of the AGM resolutions received broad-based shareholder support and appreciates the time taken by shareholders to engage with the Company in recent months.

- Ends -

 
 ABOUT WIZZ AIR 
  Wizz Air, the fastest growing European low-cost airline, operates 
  a fleet of 142 Airbus A320 and A321 aircraft. A team of dedicated 
  aviation professionals delivers superior service and very low fares, 
  making Wizz Air the preferred choice of 10.2 million passengers 
  in the financial year F21 ending 31 March 2021. Wizz Air is listed 
  on the London Stock Exchange under the ticker WIZZ. The company 
  was recently named one of the world's top ten safest airlines by 
  airlineratings.com , the world's only safety and product rating 
  agency, and 2020 Airline of the Year by ATW, the most coveted honour 
  an airline or individual can receive, recognizing individuals and 
  organizations that have distinguished themselves through outstanding 
  performance, innovation, and superior service. 
 
 
  For more information: 
 
 Zlatko Custovic, Wizz Air                              +36 1 777 9407 
 Natasha Seager Smith, Wizz Air:                        +36 1 777 8475 
 Edward Bridges / Jonathan Neilan, FTI Consulting 
  LLP:                                                  +44 20 3727 1017 
 

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July 27, 2021 10:15 ET (14:15 GMT)

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