TIDMFOXT
RNS Number : 8286M
Foxtons Group PLC
13 May 2020
Foxtons Group plc
(the "Company")
13 May 2020
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held
earlier today all the resolutions set out in the Notice of Annual
General Meeting 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 For For Against Against Votes Withheld Total issued
* indicates Special (No. of shares) (%) (No. of shares) (%) (No. of shares) share capital
Resolution instructed
1. To receive the
Annual Report and
Accounts. 276,815,154 100.00% 0 0.00% 518,747 276,815,154
2. To approve the
Directors' Remuneration
Policy. 217,451,038 78.41% 59,873,876 21.59% 8,986 277,324,914
3. To approve the
annual statement
from the Remuneration
Committee Chairman
and the Annual Report
on Remuneration. 275,286,935 99.27% 2,038,238 0.73% 8,728 277,325,173
4. To elect Patrick
Franco as a Director. 277,322,854 99.99% 2,319 0.01% 8,728 277,325,173
5. To elect Alan
Giles as a Director. 277,321,854 99.99% 3,339 0.01% 8,728 277,333,921
6. To elect Richard
Harris as a Director 277,322,854 99.99% 2,319 0.01% 8,728 277,325,173
7. To elect Rosie
Shapland as a Director. 277,321,854 99.99% 3,319 0.01% 8,728 277,325,173
8. To re-elect Ian
Barlow as a Director 274,298,738 98.91% 3,026,435 1.09% 8,728 277,325,173
9. To re-elect Nicholas
Budden as a Director. 277,323,498 99.99% 1,675 0.01% 8,728 277,325,173
10. To re-elect
Sheena MacKay as
a Director. 274,298,738 98.91% 3,026,435 1.09% 8,728 277,325,173
11. To appoint BDO
LLP as auditors
of the Company. 277,324,529 99.99% 644 0.01% 8,728 277,325,173
12. To authorise
the Audit Committee
to determine the
remuneration of
the Company's auditors. 277,324,107 99.99% 1,066 0.01% 8,728 277,325,173
13. To authorise
the Company to make
political donations. 274,703,863 99.05% 2,630,038 0.95% 0 277,333,901
14. To approve the
Foxtons Group plc
2020 Bonus Banking
Plan 274,294,416 98.91% 3,029,082 1.09% 10,403 277,328,498
15.To approve the
Foxtons Group plc
2020 Restricted
Share Plan 242,839,095 87.57% 34,484,402 12.43% 10,403 277,323,497
16. To authorise
the Directors to
allot ordinary shares. 257,878,336 92.98% 19,455,565 7.02% 0 277,333,901
17. To disapply
pre-emption rights.* 253,167,170 91.29% 24,166,731 8.71% 0 277,333,901
18. To authorise
the Company to purchase
its own ordinary
shares.* 277,321,432 99.99% 12,469 0.01% 0 277,333,901
19. To authorise
the Directors to
hold general meetings
on not less than
14 clear days' notice.* 276,377,764 99.66% 947,409 0.34% 8,728 277,325,173
*Special Resolution
The Board is pleased that all Resolutions were passed and would
like to thank our shareholders for their continued support. While
the Board is satisfied with the level of support achieved for
Resolution 2 (to approve the Directors' Remuneration Policy), which
was passed with a substantial majority of 78.41%, it is
acknowledged that a number of shareholders voted against the
proposal.
As explained in the Company's Annual Report for the year ending
31 December 2019, in preparing the 2020 Directors' Remuneration
Policy, the Remuneration Committee carried out an extensive
shareholder consultation exercise with its largest shareholders and
their representative bodies, the results of which are explained
fully in the 2019 Annual Report. The Committee was pleased that the
majority of our largest shareholders were supportive of our
original proposals, with some changes made to the final Policy to
reflect shareholder feedback. The Board believes that as a result
of this consultation exercise it has a good understanding of the
reasons why some shareholders were not supportive of the Policy,
the main reasons for which are explained fully in the 2019 Annual
Report and are summarised below:
-- Unconventional incentive structure, in particular the use of Restricted Shares
-- Quantum of award under the Restricted Share Plan
-- Discretionary nature of the underpins on incentives
The Committee believes that a vote of 78.41% in favour is a
satisfactory outcome in the circumstances and that the proposed
Policy is the best structure to provide strong alignment with
shareholders' interests in a highly cyclical business such as
Foxtons. We therefore do not intend to make any changes to the
Policy. However, in line with the provisions of the UK Corporate
Governance Code, the Remuneration Committee will seek to engage
with those shareholders who did not support the Policy to confirm
its understanding of the reasons for their voting. The Remuneration
Committee will provide an update on this process within six
months.
NOTES:
1. All resolutions were passed.
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 close of business
on 11 May 2020 was 330,097,758 (the "Share Capital")
and at that time, the Company did not hold any shares
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).
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.foxtonsgroup.co.uk.
8. A copy of resolutions 16 to 19 passed at the AGM will
shortly be submitted to the National Storage Mechanism
and will be available for inspection at www.morningstar.co.uk/uk/NSM
.
9. The complete poll results will be available shortly
on the Company's website at www.foxtonsgroup.co.uk
For further information please
contact:
Foxtons Group plc
Christopher Hough, Company Secretary +44 20 7893 6322
investor@foxtonsgroup.co.uk
-------------------------------------
Teneo
Robert Morgan / Anthony Di Natale +44 7557 413 275
-------------------------------------
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END
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