Proxy voting results for the AGM held on 18 September 2018 At the Annual General Meeting of Northgate plc (the "Group") held at 11.30am on 18 September 2018 the total number of votes received on each resolution were as follows:
||% of Votes
||% of Votes
||Votes cast as % of Issued Share Capital
||To receive the Directors' Report and audited accounts of the Company for the year ended 30 April 2018.
||To declare a final dividend of 11.6p per Ordinary share.
||To approve the Directors' Remuneration Report in the form set out on pages 60 to 78 of the 2018 Annual Report and Accounts.
||To appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting.
||To authorise the Audit and Risk Committee to determine the remuneration of the auditor.
||To re-elect Mr A Page as a Director.
||To re-elect Mr AJ Allner as a Director.
||To re-elect Miss J Caseberry as a Director.
||To re-elect Mrs C Miles as a Director.
||To re-elect Mr B Spencer as a Director.
||To re-elect Mr K Bradshaw as a Director.
||To elect Mr P Vincent as a Director.
||To renew the general authority of the directors to allot shares.
||To disapply statutory pre-emption rights.
||To disapply statutory pre-emptions rights for specified capital investments.
||To allow the Company to hold general meetings (other than AGMs) on 14 days' notice.
||To authorise the Company to make market purchases of its own shares.
The Board would like to thank its shareholders for their engagement in advance of the AGM. While the majority of the meeting resolutions were passed with significant majorities, we acknowledge and respect the views communicated on certain issues.
We are very disappointed that the advisory vote on the Remuneration Report was not carried. As part of our commitment to high corporate governance standards, we have worked hard to take a highly responsible approach to executive pay and have enjoyed strong support from
our shareholders on remuneration matters prior to this vote.
Over the last few days, we have actively engaged with our shareholders and representative bodies, including the proxy advisers regarding the AGM voting, and we recognise and understand that there were a number of concerns predominantly caused by the changes implemented earlier this year to our long-term incentive plan awarded in 2016 and 2017. The decision made by the remuneration committee to remove the EPS performance metric from those awards was taken after engagement with major shareholders and external advisors and was as a direct result of the implementation of our fleet optimisation strategy which, whilst positive for the Company, had an adverse impact on EPS and in turn the part of the awards subject to EPS. Therefore, we felt the awards would not align management to the long-term interests of the Company. Following the AGM result, the remuneration committee will be engaging further with major shareholders regarding the changes to the long-term incentive plan for years 2016 and 2017, as well as the proposals for the performance metrics for future long-term incentive awards, with a view to reaching agreement on all elements of the long term incentive awards.
The remuneration committee remains committed to ensuring support from shareholders on all remuneration matters and will continue with an annual programme of engagement to discuss the Group's approach to remuneration, including the Remuneration Policy, which will be proposed as a resolution at the AGM in 2019.
Further, the Board acknowledges that although resolution 10 was passed, a significant minority voted against the re-election of Andrew Allner and, following shareholder engagement, the primary reason for this is concern over the number of Board positions held by Andrew as well as his tenure. Andrew has remained a non-executive director of the Group, past the normal nine-year tenure, at the request of the Board to facilitate continuity during a period of change, and the Board is grateful for his support and significant contribution during this period. The Nomination Committee is already reviewing Board evolution and succession planning and will consider the voting at the AGM in the context of that evolution. The Nomination Committee will make recommendations to the Board as and when appropriate during the financial year.
Notes from last year:
- Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.
- The Group's issued capital (excluding treasury shares) at the date of the meeting was 133,232,518 ordinary shares of 50p each. Each ordinary share carried the right to one vote and, therefore, at the date of the meeting there were 133,232,518 voting rights in the Group.
- A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
Proxy Voting results for the AGM held on 18 September 2018
Update statement in relation to the Northgate PLC 2018 AGM Votes (March 2019)
Subsequent to the statement made with the results of the 2018 AGM the Board has considered at length the reasons behind the significant votes against the resolutions to approve the Directors’ Remuneration Report (58%) and the re-election of Andrew Allner as a Director of the Company (28%). In the meantime, there has also been significant engagement with shareholders.
In the run up to, and following the 2018 AGM the Remuneration Committee Chair engaged with leading shareholders and their representative bodies to seek to fully understand their views on:
- The changes made to the performance conditions for awards made to Directors under the long-term incentive plan for 2016 and 2017:
- Suitable performance measures and targets for long-term incentive awards for 2018; and
- The new Policy that we are required to seek approval for at the 2019 AGM.
These discussions are continuing and we are grateful for the time and consideration given by those we have engaged with to date. These views have differed from one another and we have been seeking to find common ground.
Very early on, the Remuneration Committee decided to reverse its decision to amend the changes made to the performance conditions for the 2016 and 2017 long-term incentive awards, reinstating the EPS measure and original targets to those awards. This has been communicated to those current and former Directors affected.
The performance conditions for the 2018 long-term incentive awards and the new Policy are still being developed and we have received valuable suggestions from shareholders and their representative bodies. We expect to have confirmed the 2018 LTIP conditions soon and the Policy will reflect changes as a result of the UK Corporate Governance Code applying to the Company from 1 May 2019.
The Remuneration Committee remains committed to ensuring support from shareholders on all remuneration matters and will continue with an annual programme of engagement to discuss the Group's approach to remuneration.
Re-election of Andrew Allner as a Director
As announced on 16 October 2018 Andrew Allner retired from the Board on 31 December 2018. On 21 December we announced that John Pattullo would join the Board as a non-executive Director on 1 January 2019.