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RNS Number : 5132N
Vistry Group PLC
20 May 2020
Vistry Group PLC - Result of AGM
At the Vistry Group PLC ('Company') 2020 Annual General Meeting
('AGM') held on Wednesday 20 May 2020, all resolutions put to the
AGM were voted on by poll and were passed by shareholders. The
results will be available shortly on the Company's website
www.vistrygroup.co.uk .
In accordance with Listing Rule 9.6.2, copies of the special
business resolutions 14 to 18 passed at the AGM and the new
Articles of Association are being submitted to the National Storage
Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For information, the results of the poll voting are given
below:
RESOLUTION VOTES % VOTES % VOTES % of VOTES
FOR AGAINST TOTAL ISC WITHHELD
VOTED
1 To receive the
audited accounts
of the Company
for the year ended
31 December 2019
and the reports
of the directors
and auditors. 151,572,971 93.29 10,897,579 6.71 162,470,550 74.62% 362,215
------------ ------ ----------- ------ ------------ ------- -----------
2 To approve the
directors' remuneration
report. 91,729,684 56.35 71,056,516 43.65 162,786,200 74.76% 46,561
------------ ------ ----------- ------ ------------ ------- -----------
3 To re-appoint
Ian Paul Tyler
as a director of
the Company. 138,461,720 93.10 10,265,789 6.90 148,727,509 68.30% 14,105,252
------------ ------ ----------- ------ ------------ ------- -----------
4 To re-appoint
Margaret Christine
Browne as a director
of the Company. 162,058,327 99.54 749,010 0.46 162,807,337 74.77% 25,425
------------ ------ ----------- ------ ------------ ------- -----------
5 To re-appoint
Ralph Graham Findlay
as a director of
the Company. 160,953,735 98.86 1,849,504 1.14 162,803,239 74.77% 29,523
------------ ------ ----------- ------ ------------ ------- -----------
6 To re-appoint
Nigel Keen as a
director of the
Company. 160,992,913 98.89 1,814,484 1.11 162,807,397 74.77% 25,365
------------ ------ ----------- ------ ------------ ------- -----------
7 To re-appoint
Michael John Stansfield
as a director of
the Company. 161,938,107 99.47 868,638 0.53 162,806,745 74.77% 26,017
------------ ------ ----------- ------ ------------ ------- -----------
8 To re-appoint
Katherine Innes
Ker as a director
of the Company. 153,389,269 94.21 9,419,090 5.79 162,808,359 74.77% 24,327
------------ ------ ----------- ------ ------------ ------- -----------
9 To re-appoint
Gregory Paul Fitzgerald
as a director of
the Company. 162,531,635 99.83 279,481 0.17 162,811,116 74.77% 21,646
------------ ------ ----------- ------ ------------ ------- -----------
10 To re-appoint
Earl Sibley as
a director of the
Company. 161,834,758 99.40 972,777 0.60 162,807,535 74.77% 25,227
------------ ------ ----------- ------ ------------ ------- -----------
11 To re-appoint
Graham Prothero
as a director of
the Company. 162,361,683 99.73 434,205 0.27 162,795,888 74.76% 36,874
------------ ------ ----------- ------ ------------ ------- -----------
12 To re-appoint
PricewaterhouseCoopers
LLP as auditors
of the Company. 158,839,218 98.07 3,129,304 1.93 161,968,522 74.38% 864,240
------------ ------ ----------- ------ ------------ ------- -----------
13 To authorise
the directors to
determine the remuneration
of the auditors. 152,232,910 93.99 9,733,517 6.01 161,966,427 74.38% 866,334
------------ ------ ----------- ------ ------------ ------- -----------
14 Authority to
allot shares. 158,500,573 97.34 4,325,670 2.66 162,826,243 74.78% 6,519
------------ ------ ----------- ------ ------------ ------- -----------
15 To adopt new
Articles of Association 162,752,874 99.97 55,020 0.03 162,807,894 74.77% 24,868
------------ ------ ----------- ------ ------------ ------- -----------
16 To allow a general
meeting other than
an Annual General
Meeting to be called
on not less than
14 clear days'
notice. 156,789,219 96.30 6,032,365 3.70 162,821,584 74.78% 11,178
------------ ------ ----------- ------ ------------ ------- -----------
17 Authority to
disapply pre-emption
rights. 161,660,037 99.29 1,158,947 0.71 162,818,984 74.78% 13,778
------------ ------ ----------- ------ ------------ ------- -----------
18 Authority to
purchase own shares. 159,419,874 98.11 3,077,084 1.89 162,496,958 74.63% 335,804
------------ ------ ----------- ------ ------------ ------- -----------
The issued share capital at the date of the AGM was 217,744,395
ordinary shares of 50p each.
A 'vote withheld' is not a vote in law and has not been counted
in the calculation of votes for and against.
The Board is pleased that all of the resolutions put to
shareholders at the AGM were passed. However, the Board recognises
that a significant minority opposed resolution 2 being the 2019
Annual Remuneration Report.
Our initial engagement with shareholders opposed indicates that
their principle concern is the increase in the CFO's base salary
from 1 January 2020, the repositioning of which was notified to
shareholders in the Circular dated November 2019 which set out the
basis of the Group's acquisition of Galliford Try's housing
businesses and which reflected his base salary's pre-existing and
material shortfall to the market. Before COVID-19 related
reductions, both his new base salary and total compensation package
were almost exactly in line with the median of UK listed
housebuilders. As a consequence of the COVID 19 pandemic, the base
salaries of all directors and senior executives, including the CFO,
were voluntarily reduced by 20% with effect from 1 April 2020 and
the CFO's base salary is now lower than the level paid in 2019.
In line with the provisions of the UK Corporate Governance Code,
we will continue to engage with those shareholders opposed and will
provide an update on the views received and actions taken in
response no later than in six months' time.
This information is provided by RNS, the news service of the
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END
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