JD. Jd Sports Fashion Plc

TIDMJD.

RNS Number : 1122X

JD Sports Fashion Plc

31 December 2021

31 December 2021

JD Sports Fashion Plc

Annual General Meeting 2021 - Voting Result Update Statement

JD Sports Fashion Plc ('JD' or the 'Company'), the leading retailers of sports, fashion and outdoor brands, today provides an update in respect of the results of its Annual General Meeting (AGM) held on 1 July 2021. At the Company's AGM, all resolutions, save for the independent shareholder vote on resolution 6, were duly passed on a poll with the requisite majority. However, the Board acknowledges that in respect of the resolutions set out below, a more than 20% vote against was received:

 
 No.   Description of             No. of         % of     No. of             % of         No. of 
        Resolution                 votes 'For'    votes    votes 'Against'    votes        votes 
                                                  'For'                       'Against'    'Withheld' 
       Approval of the 
        Directors' Remuneration 
        Report (Ordinary 
 02     resolution)               609,424,422    68.49%   280,316,172        31.51%       6,184,469 
      -------------------------  -------------  -------  -----------------  -----------  ------------ 
       Approval of the 
        Directors' Remuneration 
        Policy (Ordinary 
 03     resolution)               712,912,592    79.99%   178,373,866        20.01%       4,638,605 
      -------------------------  -------------  -------  -----------------  -----------  ------------ 
       Re-election of 
        Andrew Leslie 
 06     (Ordinary resolution)     698,783,908    78.00%   197,062,478        22.00%       78,677 
      -------------------------  -------------  -------  -----------------  -----------  ------------ 
 

As such, in accordance with Provision 4 of the Corporate Governance Code, the Company is today providing an update on the views received from shareholders and actions taken as a result of the dissenting votes received.

The Board notes that the resolutions which received a more than 20% vote against were once again remuneration related, as they were in respect of the remuneration report, the remuneration policy and the re-election of Andrew Leslie who, at the time, held the position of the Remuneration Committee Chair.

Non-Executive Director Re-election

It is acknowledged that, at the AGM in 2021, Andrew Leslie did not receive the requisite number of votes from the independent shareholders and was, therefore, not re-elected to the Board.

As announced in the AGM statement released ahead of the AGM on 1 July 2021, the Board acknowledged the need to address its composition and had invited the independent non-executive directors to commence an independent non-executive director selection process and make recommendations to the Nominations Committee and the Board regarding new appointments. Since that time, the Board has made three new independent non-executive appointments: Bert Hoyt, Helen Ashton and Mahbobeh Sabetnia, each bringing a wealth of experience and expertise, recognising the global scale of the Group.

The Board has not yet elected a permanent Remuneration Committee Chair, however, Kath Smith has been acting as interim Chair since July 2021.

Remuneration Report and Remuneration Policy

Throughout the course of the year, the Company has been in regular dialogue with a wide range of investors and its other key stakeholders in order to understand their concerns regarding the remuneration related resolutions. The Board is particularly encouraged by the significant improvement in the number of votes received in support of the new remuneration policy which was proposed to shareholders at the AGM in 2021. The remuneration policy received 79.99% votes in favour at the 2021 AGM, compared with 67.48% in 2020.

During it's ongoing engagement with shareholders, the Board has received very positive feedback from shareholders in respect of the changes made to its new remuneration policy, the material change being the addition of a share based long term incentive plan. The Board has confirmed to its shareholders that there will be additional amendments to its remuneration structures, within the terms of the new remuneration policy, in the future which will further align executive pay with the long term interests of its shareholders. It is hoped that the support from shareholders for the remuneration report will increase once these changes are fulfilled.

The Company intends to continue its extensive engagement with shareholders in the New Year and in advance of the publication of the remuneration report this year, in order to ensure that there is an opportunity to share their views on remuneration decisions being made this year prior to publication of the report.

Enquiries:

JD Sports Fashion Plc Tel: 0161 767 1000

Siobhan Mawdsley, Company Secretary

Neil Greenhalgh, Chief Financial Officer

Jennifer Iveson, Investor Relations Manager

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December 31, 2021 03:59 ET (08:59 GMT)

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