Gym Group PLC (The) Result of AGM
09 Mayo 2024 - 8:49AM
RNS Regulatory News
RNS Number : 8543N
Gym Group PLC (The)
09 May 2024
LEI Number:
213800VCU9TBANZIN455
9
May 2024
The Gym Group
plc (the "Company")
Annual General Meeting
("AGM") Results
The Company announces that at its
Annual General Meeting held earlier today at No. 1 Croydon, 12-16
Addiscombe Road, Croydon, CR0 0XT, all the resolutions set out in
the Notice of AGM were passed by the requisite majority. Each
of the resolutions put to the AGM was voted on by way of a poll.
The results of the poll for each resolution were as
follows:
|
Resolution
* indicates Special Resolution
|
For
(No. of
shares)
|
For
(%)
|
Against
(No. of
shares)
|
Against
(%)
|
Votes
Withheld
(No. of
shares)
|
Total issued share capital
instructed (%)
|
|
1. To receive the Annual
Report and Accounts.
|
112,493,170
|
100.00%
|
375
|
0.00%
|
5,322,288
|
62.79%
|
|
2. To approve the
Directors' Remuneration Report.
|
111,345,847
|
97.78%
|
2,527,697
|
2.22%
|
3,942,289
|
63.56%
|
|
3. To approve the
Directors' Remuneration Policy.
|
88,041,742
|
77.32%
|
25,820,467
|
22.68%
|
3,953,624
|
63.56%
|
|
4. To approve the rules
of the Company's Incentive Plan.
|
87,496,847
|
76.84%
|
26,365,362
|
23.16%
|
3,953,624
|
63.56%
|
|
5. To approve the rules
of the Company's Performance Share Plan.
|
102,299,871
|
89.85%
|
11,562,339
|
10.15%
|
3,953,623
|
63.56%
|
|
6. To re-elect John
Treharne as a Director.
|
98,448,764
|
86.46%
|
15,413,445
|
13.54%
|
3,953,624
|
63.56%
|
|
7. To elect Will Orr as
a Director.
|
113,658,008
|
99.82%
|
204,202
|
0.18%
|
3,953,623
|
63.56%
|
|
8. To re-elect Luke Tait
as a Director.
|
106,846,714
|
93.84%
|
7,015,496
|
6.16%
|
3,953,623
|
63.56%
|
|
9. To re-elect Elaine
O'Donnell as a Director.
|
104,821,563
|
92.06%
|
9,040,646
|
7.94%
|
3,953,624
|
63.56%
|
|
10. To re-elect Wais Shaifta
as a Director.
|
103,441,563
|
91.96%
|
9,040,646
|
8.04%
|
5,333,624
|
62.79%
|
|
11. To re-elect Richard
Stables as a Director.
|
81,055,900
|
71.19%
|
32,806,309
|
28.81%
|
3,953,624
|
63.56%
|
|
12. To re-elect Simon Jones as
a Director.
|
104,821,471
|
92.06%
|
9,040,738
|
7.94%
|
3,953,624
|
63.56%
|
|
13. To re-appoint Ernst &
Young LLP as auditors of the Company.
|
112,481,435
|
98.79%
|
1,380,775
|
1.21%
|
3,953,623
|
63.56%
|
|
14. To authorise the Audit and
Risk Committee to determine the auditors' remuneration.
|
113,752,324
|
99.90%
|
109,886
|
0.10%
|
3,953,623
|
63.56%
|
|
15. To authorise the Company
to make political donations and incur political
expenditure.
|
104,109,896
|
91.59%
|
9,560,183
|
8.41%
|
4,145,754
|
63.45%
|
|
16. To authorise the Directors
to allot ordinary shares.
|
113,756,198
|
99.90%
|
117,347
|
0.10%
|
3,942,288
|
63.56%
|
|
17. To disapply statutory
pre-emption rights.*
|
111,264,725
|
97.71%
|
2,608,820
|
2.29%
|
3,942,288
|
63.56%
|
|
18. To disapply statutory
pre-emption rights solely in relation to acquisitions and specified
capital investments.*
|
111,264,725
|
97.71%
|
2,608,820
|
2.29%
|
3,942,288
|
63.56%
|
|
19. To authorise the Company
to purchase its own ordinary shares.*
|
112,481,514
|
98.78%
|
1,392,031
|
1.22%
|
3,942,288
|
63.56%
|
|
20. To authorise the Directors
to hold general meetings on not less than 14 clear days'
notice.*
|
110,060,023
|
96.65%
|
3,813,521
|
3.35%
|
3,942,289
|
63.56%
|
|
NOTES:
|
|
|
1.
|
The
Company is pleased that all resolutions
were supported at today's Annual General Meeting.
The Board notes that Resolution 3 for the approval
of the Directors' Remuneration Policy, and associated Resolution 4
for the approval of the TGG Incentive Plan, were opposed by more
than 20% of voting shareholders, which the Board understands
relates to the introduction of the new TGG Incentive Plan.
The Remuneration Committee carried out an
extensive engagement process on the changes to the remuneration
structure ahead of the publication of the Notice of AGM, including
direct consultation with over 54% of the shareholder base. Their
feedback and guidance was taken on board in shaping the
proposals.
The Remuneration Committee firmly
believes that the new TGG Incentive Plan will enable the Company to
retain key talent by providing management with greater visibility
over long-term remuneration outcomes in a very challenging market,
whilst ensuring alignment with our strategic objectives and a "pay
for performance" ethos. Although the majority of shareholders voted
in favour of the new arrangements, the Board notes the concerns raised by some shareholders and will reflect on
feedback received. The Board intends to engage with shareholders in
due course to further understand their views. We will provide an
update within six months as required by the UK Corporate Governance
Code.
The Board also recognises that
Resolution 11 for the re-election of Richard Stables as a Director
was opposed by more than 20% of voting shareholders. The Board
understands that this is primarily due to perceived independence
concerns, but intends to engage with shareholders in due course to
further understand their views. Again, we will provide an update
within six months of the date of today's meeting.
|
|
2.
|
Proxy appointments which gave
discretion to the Chairman of the AGM have been included in the
"For" total for the appropriate resolution.
|
|
3.
|
Votes "For" and "Against" any
resolution are expressed as a percentage of votes validly cast for
that resolution.
|
|
4.
|
A "Vote withheld" is not a vote in
law and is not counted in the calculation of the percentage of
shares voted "For" or "Against" any resolution nor in the
calculation of the proportion of "Total issued share capital
instructed" for any resolution.
|
|
5.
|
The number of shares in issue at
6:00 p.m. on 7 May 2024 was 179,149,727 (the "Share Capital") and
at that time, the Company did not hold any Ordinary shares in
treasury. The Company holds 48,050 non-voting Deferred Ordinary
shares of £1 each in treasury.
|
|
6.
|
The proportion of "Total issued
share capital instructed" for any resolution is the total of votes
validly cast for that resolution (i.e. the total votes "For" and
"Against" that resolution) expressed as a percentage of the Share
Capital.
|
|
7.
|
The full text of the resolutions
passed at the AGM can be found in the Notice of Annual General
Meeting which is available on the Company's website at
www.tggplc.com.
|
|
8.
|
A copy of resolutions 16 - 20 passed
at the AGM will shortly be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
|
|
9.
|
The complete poll results will be
available shortly on the Company's website at
www.tggplc.com.
|
|
|
| |
For
further information, please contact:
|
The
Gym Group:
Will
Orr, CEO
Luke Tait, CFO
Krishan Pandit, Company
Secretary
|
via
Instinctif Partners
|
|
Instinctif Partners (Financial PR):
Justine Warren
Matthew Smallwood
Joe Quinlan
|
Tel: +44 (0)20 7457 2020
|
ENDS
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The Gym (LSE:GYM)
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The Gym (LSE:GYM)
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De Ene 2024 a Ene 2025
