Foxtons Group PLC Result of AGM

Fecha : 13/05/2020 @ 11:30
Fuente : UK Regulatory (RNS & others)
Emisora : Foxtons Group Plc (FOXT)
Cotización : 37.9  0.3 (0.80%) @ 09:05
Foxtons Cotización de acciones Gráfica

Foxtons Group PLC Result of AGM

Foxtons (LSE:FOXT)
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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 
                                                     ------------------------------------- 
 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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