TIDMMER
RNS Number : 7928A
Mears Group PLC
31 May 2019
31 May 2019
Mears Group PLC
("Mears")
Result of AGM
Mears Group PLC, a leading provider of services to the Housing
and Care sectors in the UK, held its Annual General Meeting ("AGM")
earlier today.
In summary, Resolutions 1 to 17 were duly passed on a poll and
Resolutions 18 to 22, which include the two requisitioned
resolutions, were not passed on a poll. The results of each
resolution are as follows:
Resolution Votes For Votes Against Votes withheld Total votes Percentage
cast of issued
share capital
voted (%)
1 To receive and adopt
the Directors' and
Auditor's Reports
and Audited Accounts
for the year ended
31 December 2018 96,812,592 3,594 2,100 96,816,186 87.6%
----------- -------------- --------------- ------------ ---------------
2 To approve the Remuneration
report 64,336,525 31,382,947 1,098,814 95,719,472 86.6%
----------- -------------- --------------- ------------ ---------------
3 To re-appoint Grant
Thornton UK LLP as
auditor of the Company 90,012,441 6,129,885 675,959 96,142,326 87.0%
----------- -------------- --------------- ------------ ---------------
4 To authorise the
Directors to fix the
remuneration of the
auditor 96,809,846 7,840 600 96,817,686 87.6%
----------- -------------- --------------- ------------ ---------------
5 To approve a final
dividend of 8.85p
per ordinary share 96,812,182 6,104 0 96,818,286 87.6%
----------- -------------- --------------- ------------ ---------------
6 To elect Kieran
Murphy 65,776,977 31,037,684 3,625 96,814,661 87.6%
----------- -------------- --------------- ------------ ---------------
7 To re-elect David
Miles 67,942,497 28,870,664 5,125 96,813,161 87.6%
----------- -------------- --------------- ------------ ---------------
8 To re-elect Andrew
Smith 67,871,669 28,937,492 9,125 96,809,161 87.6%
----------- -------------- --------------- ------------ ---------------
9 To re-elect Alan
Long 66,432,057 30,378,604 7,625 96,810,661 87.6%
----------- -------------- --------------- ------------ ---------------
10 To re-elect Geraint
Davies 60,122,823 30,799,651 5,895,811 90,922,474 82.3%
----------- -------------- --------------- ------------ ---------------
11 To re-elect Julia
Unwin 62,713,186 32,558,713 1,546,386 95,271,899 86.2%
----------- -------------- --------------- ------------ ---------------
12 To re-elect Roy
Irwin 65,290,666 29,979,734 1,547,886 95,270,400 86.2%
----------- -------------- --------------- ------------ ---------------
13 To re-elect Jason
Burt 65,290,025 29,981,875 1,546,386 95,271,900 86.2%
----------- -------------- --------------- ------------ ---------------
14 To re-elect Elizabeth
Corrado 65,292,525 29,979,375 1,546,386 95,271,900 86.2%
----------- -------------- --------------- ------------ ---------------
15 To re-elect Amanda
Hillerby 66,325,359 30,485,302 7,625 96,810,661 87.6%
----------- -------------- --------------- ------------ ---------------
16 To approve the
rules of the Mears
Group Savings Related
Share Option Scheme 82,465,067 396,016 13,957,202 82,861,083 75.0%
----------- -------------- --------------- ------------ ---------------
17 To authorise the
Directors to allot
relevant securities
generally pursuant
to Section 551 of
the Companies Act
2006 60,918,733 35,896,438 3,115 96,815,171 87.6%
----------- -------------- --------------- ------------ ---------------
18 To authorise the
Directors to allot
relevant securities
pursuant to Section
570 of the Companies
Act 2006 in connection
with a rights issue,
open offer or other
offer of securities 65,794,775 31,021,021 2,490 96,815,796 87.6%
----------- -------------- --------------- ------------ ---------------
19 To authorise the
Directors to allot
relevant securities
pursuant to Section
570 of the Companies
Act 2006 for the purpose
of financing an acquisition
or other capital investment 58,737,603 38,078,957 1,725 96,816,560 87.6%
----------- -------------- --------------- ------------ ---------------
20 To authorise the
holding of general
meetings on 14 clear
days' notice 67,196,908 29,621,378 0 96,818,286 87.6%
----------- -------------- --------------- ------------ ---------------
21 To elect Andrew
Coppel 46,178,165 49,826,120 814,000 96,004,285 86.9%
----------- -------------- --------------- ------------ ---------------
22 To elect Ian Lawson 43,161,940 53,653,884 2,461 96,815,824 87.6%
----------- -------------- --------------- ------------ ---------------
Notes:
(i) Votes 'For' include those votes giving the Chairman discretion.
(ii) The number of ordinary shares in issue on 31 May 2019 was
110,490,459. Shareholders are entitled to one vote per share.
(iii) A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes validly cast.
Full details of the resolutions are set out in the Notice of
Annual General Meeting dated 3 May 2019, which is available on the
Company's website at
https://investors.mearsgroup.co.uk/i/shareholders/meetings%20and%20voting/.
Resolutions 1 to 17 and 21 to 22 were ordinary resolutions,
requiring more than 50 per cent. of shareholders' votes to be cast
in favour of the resolutions. Resolutions 18 to 20 were special
resolutions, requiring at least 75 per cent. of shareholders' votes
to be cast in favour of the resolutions.
In accordance with the 2018 UK Corporate Governance Code, the
Board notes that Resolution 2 (concerning the approval of the
remuneration report); Resolutions 6 to 15 (concerning the election
or re-election of each of the Directors); Resolution 17 (concerning
the general authority to allot relevant securities); Resolution 20
(concerning the holding of General Meetings on 14 days' clear
notice); and Resolutions 21 and 22 (which were requisitioned by
PrimeStone Capital Irish Holdco DAC concerning the appointment of
two additional non-executive directors), received 20% or more votes
against the Board's recommendation.
The Board recognises that a small number of significant
shareholders are dissatisfied with the performance of the Company.
Their concerns were acknowledged by the Board in the full year
results announcement and it was made clear that the composition of
the Board would be kept under review to ensure that it continued to
provide the effective leadership that the Company requires.
The Board has been working towards the appointment of two
additional non-executive Directors to ensure the balance of skills
on the Board remains consistent with the changing requirements of
the business. The Board's view continues to be that these
appointments should be progressed in accordance with the best
standards of corporate governance and in a manner which the Board
believes the Group's customers and other stakeholders would expect
the Company to conduct its affairs. The Board is pleased to note
that this view has been supported by the majority of shareholders.
The Board will continue to engage with shareholders during the
remainder of this process and it is still the Board's intention
that one appointment be made by the end of June and the other
before the summer holidays if possible.
The Board notes that Resolutions 18 to 20 also received 20% or
more votes against the Board's recommendation, despite engagement
with shareholders during the previous year on these matters. These
resolutions are consistent with the latest investor guidelines and
with the resolutions approved in previous years. Following
shareholder discussions during the previous year, the Board
understands that some shareholders vote against these resolutions
as a matter of policy. In addition, this year, a small number of
significant shareholders have also voted against these resolutions
and, as a result, they have not reached the threshold required to
pass as special resolutions. The Company will continue to consult
with shareholders voting against these resolutions to understand
their views in relation to the specific authorities sought.
A copy of all the resolutions passed at the Annual General
Meeting has been submitted to the Financial Conduct Authority via
the National Storage Mechanism and will shortly be available for
inspection at http://www.morningstar.co.uk/uk/nsm.
Commenting, Kieran Murphy, Chairman of Mears, said:
"I am pleased that the majority of shareholders have supported
the Board in its decision to appoint two new non-executive
Directors in accordance with the best standards of corporate
governance. The Board will continue to engage with shareholders
during this process.
"This is an important year for Mears and we look forward to now
focusing our attention on ensuring that the Group delivers on its
plans for the benefit of all shareholders."
For further information, contact:
Mears Group PLC
Ben Westran, Company Secretary Tel: +44(0)1452 634600
www.mearsgroup.co.uk
Buchanan
Mark Court, Sophie Wills Tel: +44(0)20 7466 5000
www.buchanan.uk.com
Notes for editors
Mears employs over 10,000 people and provides services in every
region of the UK. In partnership with our Housing clients, we
maintain, repair and upgrade the homes of hundreds of thousands of
people in communities from remote rural villages to large inner
city estates. Mears has extended its activities to provide broader
housing solutions to solve the challenge posed by the lack of
affordable housing. Our Care teams provide support to over 15,000
people a year, enabling the elderly and those living with
disabilities to continue living in their own homes.
We focus on long-term outcomes for people rather than short-term
solutions, and invest in innovations that make a positive impact on
people's quality of life and on their communities' social, economic
and environmental wellbeing.
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
RAGGMGFKZMRGLZM
(END) Dow Jones Newswires
May 31, 2019 08:10 ET (12:10 GMT)
Mears (LSE:MER)
Historical Stock Chart
From Mar 2024 to Apr 2024
Mears (LSE:MER)
Historical Stock Chart
From Apr 2023 to Apr 2024
