TIDMOCDO
RNS Number : 1710Y
Ocado Group PLC
02 May 2023
RESULT OF AGM
OCADO GROUP PLC
2 May 2023
Ocado Group plc
Annual General Meeting 2023 Results
Ocado Group plc ("Ocado") held its Annual General Meeting (the
"AGM") on 2 May 2023.
Resolutions 1 to 21 (inclusive) were passed as ordinary
resolutions; resolutions 22 to 25 (inclusive) were passed as
special resolutions. Results of the poll for each resolution are
shown in the table below.
Resolutions For Against Total Votes
Votes Withheld
Votes % Votes %
------------ ------- ------------ -------
To receive the
Annual Report
1. and Accounts 700,216,039 99.99% 26,267 0.01% 700,242,306 7,478,139
------------------------- ------------ ------- ------------ ------- ------------ -----------
To approve the
Directors' Remuneration
2. Report 492,647,838 69.86% 212,534,897 30.14% 705,182,735 2,537,710
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Rick Haythornthwaite
as a Director
3. of the Company 661,546,130 93.55% 45,627,630 6.45% 707,173,760 546,685
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Tim Steiner
as a Director
4. of the Company 705,764,832 99.73% 1,931,541 0.27% 707,696,373 24,072
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Stephen Daintith
as a Director
5. of the Company 692,929,139 98.10% 13,391,893 1.90% 706,321,032 1,399,413
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Neill Abrams
as a Director
6. of the Company 701,003,947 99.25% 5,312,713 0.75% 706,316,660 1,403,785
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Mark Richardson
as a Director
7. of the Company 705,618,023 99.71% 2,077,575 0.29% 707,695,598 24,847
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Luke Jensen
as a Director
8. of the Company 705,603,121 99.70% 2,090,941 0.30% 707,694,062 26,383
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Jörn Rausing
as a Director
9. of the Company 683,907,582 98.05% 13,634,097 1.95% 697,541,679 10,178,766
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Andrew Harrison
as a Director
10. of the Company 582,467,798 82.31% 125,217,444 17.69% 707,685,242 35,203
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Emma Lloyd as
a Director of
11. the Company 662,670,304 93.64% 45,018,425 6.36% 707,688,729 31,716
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Julie Southern
as a Director
12. of the Company 649,863,050 91.83% 57,822,140 8.17% 707,685,190 35,255
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
John Martin
as a Director
13. of the Company 699,154,855 98.79% 8,532,904 1.21% 707,687,759 32,686
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Michael Sherman
as a Director
14. of the Company 698,767,656 98.74% 8,917,499 1.26% 707,685,155 35,290
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Nadia Shouraboura
as a Director
15. of the Company 699,045,861 98.78% 8,640,896 1.22% 707,686,757 33,688
------------------------- ------------ ------- ------------ ------- ------------ -----------
To appoint Julia
M. Brown as
a Director of
16. the Company 705,137,760 99.62% 2,696,885 0.38% 707,834,645 35,218
------------------------- ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Deloitte LLP
as auditor of
17. the Company 706,302,832 99.99% 32,490 0.01% 706,335,322 1,385,123
------------------------- ------------ ------- ------------ ------- ------------ -----------
To authorise
the Directors
to determine
the auditor's
18. remuneration 707,671,840 99.99% 26,122 0.01% 707,697,962 22,483
------------------------- ------------ ------- ------------ ------- ------------ -----------
Authority for
political donations
and political
19. expenditure 696,712,879 98.45% 10,990,136 1.55% 707,703,015 17,430
------------------------- ------------ ------- ------------ ------- ------------ -----------
Authority to
allot shares
up to one-third
of issued share
20. capital 701,493,413 99.12% 6,213,042 0.88% 707,706,455 13,990
------------------------- ------------ ------- ------------ ------- ------------ -----------
Authority to
allot shares
in connection
with a pre-emptive
21. offer only 700,869,660 99.03% 6,831,903 0.97% 707,701,563 18,882
------------------------- ------------ ------- ------------ ------- ------------ -----------
General authority
to disapply
pre-emption
22. rights* 588,686,107 83.18% 119,006,533 16.82% 707,692,640 27,805
------------------------- ------------ ------- ------------ ------- ------------ -----------
Additional authority
to disapply
pre-emption
23. rights* 582,634,560 82.33% 125,060,230 17.67% 707,694,790 25,655
------------------------- ------------ ------- ------------ ------- ------------ -----------
Authority to
purchase own
24. shares* 662,905,815 93.68% 44,706,891 6.32% 707,612,706 107,739
------------------------- ------------ ------- ------------ ------- ------------ -----------
Notice of general
25. meetings* 697,998,679 98.63% 9,714,815 1.37% 707,713,494 6,951
------------------------- ------------ ------- ------------ ------- ------------ -----------
* Special Resolution
Board response to Resolution 2 (the Directors' Remuneration
Report)
The Board notes that all resolutions were duly passed and would
like to thank shareholders for their continued support. The Board
notes the outcome of the shareholder votes against Resolution 2
(the Directors' Remuneration Report).
Based on the areas highlighted by proxy advisers, the Board
considers votes against the Directors' Remuneration Report to
predominantly relate to: (i) the outturn of the FY22 Annual
Incentive Plan (the "AIP"); and (ii) the creation of the third
Tranche of the Value Creation Plan (the "VCP"). The Board continues
to believe that the implementation of the current Directors'
Remuneration Policy (the "Policy"), which was approved at the 2022
annual general meeting, offers the best way to incentivise
management and drive exceptional and sustainable long-term growth
of the Group while also rewarding short-term operational and
strategic decisions.
Each year, the Remuneration Committee (the "Committee") sets
performance measures and targets under the AIP that are closely
aligned to the delivery of the Group's strategic objectives for
that year. In line with the current Policy, the performance
measures for the FY22 AIP were a mix of financial, strategic and
operational targets for Ocado. Given that the only long-term
incentive, the VCP, is based entirely on a single financial
measure, Total Shareholder Return, the Committee is cognisant of
the need to ensure that the AIP incentivises and motivates
executive directors to focus on all aspects of our strategy, both
financial and non-financial. As such, the Committee is satisfied
that the chosen metrics for the 2022 financial year remained core
to delivery of Ocado's ongoing growth strategy and that the overall
outturn is appropriate in the context of overall business
performance, including strong performance in the efficiency of the
Ocado Smart Platform (a cost-related measure), progress against the
technology goals, and the high satisfaction of our customers.
The Committee is committed to ensuring that remuneration at
Ocado continues to be aligned to the business strategy and
achievement of planned business goals and intends to keep under
review the weighting and nature of financial measures in the AIP in
the future, noting that the proportion of financial measures in the
FY23 AIP has increased relative to FY22.
The creation of the third VCP tranche following the capital
raise in June 2022 is in line with: (i) the VCP plan rules; (ii)
the approach taken following the June 2020 capital raise; and (iii)
the approach to how a variation in capital would be treated, which
shareholders requested us to adopt when the VCP was first
implemented. The creation of a new tranche does not involve the
issuance of new share awards, but it does allow part of the
existing award to be tested against a hurdle where the starting
price is equal to the placing price under the capital raise.
In accordance with the UK Corporate Governance Code (the "Code")
and in line with past practice, the Board will continue to consult
and engage with shareholders on executive remuneration matters and
is committed to understanding their perspectives and concerns. An
update statement will be provided within six months of the AGM, in
accordance with the Code, with a final summary to be included in
the Company's 2023 annual report and accounts.
Board changes become effective
As previously announced on 20 October 2022, following the
conclusion of the 2023 AGM, a number of changes to Board Committee
composition have taken effect. Julie Southern has assumed the role
of Remuneration Committee Chair from Andrew Harrison, who will
carry on as a member of the Remuneration Committee and chairman of
the People Committee. Further, John Martin has become Chair of the
Audit Committee as Julie Southern has stepped down from this
position but remains a member of this Committee.
As required by the Listing Rules of the Financial Conduct
Authority, a copy of certain resolutions have been submitted to the
Financial Conduct Authority via the National Storage Mechanism.
This document will be available shortly for viewing at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of the Annual General Meeting results will be available
on Ocado's website: www.ocadogroup.com .
Person responsible for arranging the release of this
announcement:
Neill Abrams
Group General Counsel and Company Secretary
Ocado Group plc
Buildings One & Two, Trident Place,
Mosquito Way,
Hatfield
Hertfordshire, AL10 9UL
+ 44 1707 228 000
company.secretary@ocado.com
Ocado Group plc LEI: 213800LO8F61YB8MBC74
Notes:
(i) Votes 'withheld' are not votes under English law and so have
not been included in the calculation of whether a resolution is
carried. Percentages have been rounded to two decimal places.
(ii) As at 7.00am on 2 May 2023, the Company's issued share
capital was 826,565,574 ordinary shares of 2p each admitted to
trading. The Company does not hold any ordinary shares in treasury.
Each ordinary share carries the right to one vote in relation to
all circumstances at general meetings of the Company. Of these
issued ordinary shares: (1) 2,086,416 shares are held by Solium
Trustee (UK) Limited, the trustee for the Company's employee Share
Incentive Plan, who must vote, at the request of a participant, in
respect of ordinary shares held by the trustee on behalf of that
participant; (2) 563,738 shares are held by Wealth Nominees
Limited, and 9,917,035 shares are held by Winterflood Client
Nominees Limited, both on behalf of Ocorian Limited (formerly known
as Estera Trust (Jersey) Limited), the independent company which is
the trustee of Ocado's Employee Benefit Trust (the "EBT Trustee").
The EBT Trustee has waived its right to exercise its voting rights
and to receive dividends in respect of 9,917,035 ordinary shares,
although it may vote in respect of 563,738 ordinary shares which
have vested under the joint share ownership scheme and remain in
the trust, at the request of a participant. The total of 10,480,773
ordinary shares held by the EBT Trustee are treated as treasury
shares in the group's consolidated balance sheet in accordance with
IAS 32 "Financial Instruments: Presentation". As such, calculations
of earnings per share for Ocado exclude the 10,480,773 ordinary
shares held by the EBT Trustee.
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END
RAGUPUWWAUPWGAP
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