TIDMFOXT
RNS Number : 3525W
Foxtons Group PLC
22 April 2021
Foxtons Group plc
(the "Company")
22 April 2021
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. 241,536,157 99.66 820,730 0.34 2,042,116 242,356,887
2. To approve the
Annual Statement
from the Remuneration
Committee Chairman
and the Annual Report
on Remuneration. 141,561,432 60.63 91,918,950 39.37 10,918,621 233,480,382
3. To re-elect Ian
Barlow as a Director. 236,033,634 97.17 6,881,739 2.83 1,483,630 242,915,373
4. To re-elect Nicholas
Budden as a Director. 202,423,781 82.83 41,963,362 17.17 11,860 244,387,143
5. To re-elect Patrick
Franco as a Director 242,096,143 99.66 819,230 0.34 1,483,630 242,915,373
6. To re-elect Alan
Giles as a Director. 158,001,714 67.41 76,386,929 32.59 10,010,360 234,388,643
7. To re-elect Richard
Harris as a Director 242,097,443 99.66 819,430 0.34 1,482,130 242,916,873
8. To re-elect Sheena
Mackay as a Director. 238,190,280 98.05 4,726,593 1.95 1,482,130 242,916,873
9. To re-elect Rosie
Shapland as a Director. 238,190,480 98.05 4,726,393 1.95 1,482,130 242,916,873
10. To re-appoint
BDO LLP as auditors
of the Company. 242,091,586 99.66 824,287 0.34 1,483,130 242,915,873
11. To authorise
the Audit Committee
to determine the
remuneration of
the Company's auditors. 242,096,721 99.66 819,652 0.34 1,482,630 242,916,373
12. To authorise
the Company to make
political donations. 238,867,970 98.33 4,058,763 1.67 1,472,270 242,926,733
13. To authorise
the Directors to
allot ordinary shares. 241,726,402 99.51 1,188,833 0.49 1,483,768 242,915,235
14. To authorise
the disapplication
of pre-emption rights.* 230,820,887 95.02 12,104,208 4.98 1,473,908 242,925,095
15. To authorise
the additional disapplication
of pre-emption rights.* 240,799,781 99.13 2,125,314 0.87 1,473,908 242,925,095
16. To authorise
the Company to purchase
its own ordinary
shares.* 242,072,677 99.65 844,696 0.35 1,481,630 242,917,373
17. To authorise
the Directors to
hold general meetings
on not less than
14 clear days' notice.* 241,333,983 99.35 1,583,190 0.65 1,481,830 242,917,173
*Special Resolution
The Board notes that a significant number of votes were cast
against Resolution 2, an advisory vote on the implementation of the
Company's 2020 Remuneration Policy, itself approved by 79% of
shareholders at last year's AGM, and against Resolution 6, the
reappointment of Alan Giles, the Chairman of the Remuneration
Committee. It is clear that a significant proportion of
shareholders did not agree with the decision to pay bonuses to
Executives under the Bonus Banking Plan, on the basis that the
company had benefited from Government support.
This is notwithstanding that discretion had been exercised to
reduce bonuses that would otherwise have been earned against agreed
performance conditions by 50%, a decision that was supported by the
majority of voting shareholders. This resulted in a bonus for the
CEO of GBP389,000, which was 33% lower than the previous year and
53% lower on a cash basis.
The new 2020 remuneration policy was designed to better align
executives reward with shareholders' interests. However in light of
the votes against Resolutions 2 and 6 the Remuneration Committee
will review the remuneration policy and its implementation in
consultation with shareholders to ensure executive remuneration
drives long-term shareholder value and stakeholder interests. The
Committee will provide an update on this in the coming 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 20 April 2021 was 330,097,758 (the "Share Capital")
and at that time, the Company held 4,833,745 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 13 to 17 passed at the AGM will
shortly be submitted to the National Storage Mechanism
and will be available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national
-storage-mechanism
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
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Sanctuary Counsel
+44 7557 413 275 / +44 7918
Robert Morgan / Rachel Miller 606 667
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