TIDMWRKS
RNS Number : 6766O
TheWorks.co.uk PLC
04 October 2023
TheWorks.co.uk plc (the "Company")
Results of the Annual General Meeting
The Annual General Meeting (the "Meeting") of the Company was
held on Wednesday 4 October 2023 at 9.00 am (London time). At the
Meeting, the ordinary and special resolutions set out in the Notice
of the Annual General Meeting dated 3 October 2022 (the "Notice of
AGM"), were proposed. All of the proposed resolutions, with the
exception of Resolutions 2, 14 and 15, were passed by way of a
poll. Resolutions 1 to 13 were proposed as ordinary resolutions,
and resolutions 14 to 17 were proposed as special resolutions.
Full details of the poll results are set out below and will also
be available on the Company's website
https://corporate.theworks.co.uk/
No RESOLUTION VOTES % VOTES % TOTAL % of VOTES
FOR AGAINST VOTES ISC WITHHELD
VOTED
To receive the
Directors' report
and the accounts
for the Company
for the 52 weeks
1 ended 1 May 2022 36,129,191 99.97 12,188 0.03 36,141,379 57.83 1,854
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To declare a final
dividend of 1.6
2 pence per share 12,775,363 35.35 23,366,016 64.65 36,141,379 57.83 1,854
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To approve the
Directors' remuneration
3 report 36,042,214 99.77 83,288 0.23 36,125,502 57.80 17,731
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To approve an amendment
to the Directors'
4 remuneration policy 36,055,046 99.81 68,288 0.19 36,123,334 57.80 19,899
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To approve the
amended Long Term
Incentive Plan
5 Rules 36,042,370 99.77 82,538 0.23 36,124,908 57.80 18,325
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To reappoint Carolyn
6 Bradley as a Director 36,107,640 99.96 13,288 0.04 36,120,928 57.79 22,305
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To reappoint Gavin
7 Peck as a Director 36,058,740 99.83 62,188 0.17 36,120,928 57.79 22,305
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To appoint Steve
Alldridge as a
8 Director 36,058,640 99.83 62,288 0.17 36,120,928 57.79 22,305
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To reappoint Catherine
9 Glickman as a Director 36,093,390 99.92 27,538 0.08 36,120,928 57.79 22,305
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To reappoint Harry
10 Morley as a Director 36,108,640 99.97 12,288 0.03 36,120,928 57.79 22,305
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To reappoint KPMG
LLP as auditors
11 of the Company 35,676,023 98.72 464,356 1.28 36,140,379 57.82 2,854
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To authorise the
Audit Committee
of the Company
to fix the remuneration
12 of the auditors 36,127,617 99.96 13,762 0.04 36,141,379 57.83 1,854
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To authorise the
Directors to allot
13 shares 23,631,111 65.41 12,494,391 34.59 36,125,502 57.80 17,731
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
1 Authority to disapply
4 pre-emption rights 23,660,843 65.50 12,464,659 34.50 36,125,502 57.80 17,731
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
Additional authority
1 to disapply pre-emption
5 rights 23,660,843 65.50 12,464,659 34.50 36,125,502 57.80 17,731
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
To authorise the
1 Company to purchase
6 its own shares 36,128,497 99.96 12,882 0.04 36,141,379 57.83 1,854
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
Authority to call
a general meeting
(other than an
AGM) on not less
1 than 14 clear days'
7 notice 33,310,741 92.17 2,829,638 7.83 36,140,379 57.82 2,854
------------------------- ----------- ------ ----------- ------ ----------- ------- ----------
Notes:
1. Any proxy arrangement which gave discretion to the Chairman
has been included in the "for" totals.
2. 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.
3. The number of shares in issue at 6:30 p.m. on 2 October 2023
was 62,500,000. The Company does not hold any shares in
treasury.
As Resolution 2 (the declaration of a final dividend of 1.6
pence per share) was not passed by shareholders, the Company
confirms that the final dividend originally timetabled to be paid
(subject to shareholder approval) on 2 November 2023 with a record
date of 6 October 2023, will now not be paid.
Where 20% or more of votes have been cast against any Board
recommendation for a resolution, the Company is required by
provision 4 of the UK Corporate Governance Code to explain what
action it will take to consult shareholders to understand the
reason behind the results.
With respect to Resolution 2, subsequent to the final dividend
being proposed in our preliminary results announcement on 30 August
2023, the Company received a variety of views from shareholders on
the proposed dividend. Some significant shareholders expressed a
preference for share buybacks over dividends and have since voted
against this resolution. The Board will now consult further with
shareholders regarding alternative capital distributions, including
consideration of share buybacks, which form part of the Company's
recently updated capital distribution policy.
The Board notes the level of votes cast against resolutions 13,
14 and 15, relating to the general allotment authority (resolution
13) and the authorities to disapply pre-emption rights (resolutions
14 and 15). The disapplication authorities proposed were entirely
in line with the Statement of Principles published by the
Pre-Emption Group in November 2022. The Board will also engage with
shareholders to understand the reasons for the voting result in
relation to resolutions 13, 14 and 15.
The Company will publish an update on its engagement with
shareholders in accordance with the UK Corporate Governance Code
within six months of the 2023 AGM and in its 2024 Annual Report and
Accounts. This will include any steps taken to understand
shareholder views, the impact any feedback may have on future
decisions to be taken by the Board and actions or resolutions to be
proposed.
Carolyn Bradley, Chair of The Works , said: "Whilst we are
pleased to see support from shareholders for the vast majority of
resolutions, we acknowledge votes against a small number, including
the proposed dividend.
"As a Board we carefully considered our approach to capital
distribution for FY23 and proposed a modest dividend, seeking to
achieve a reasonable compromise between returns to shareholders and
prudence. Shareholder feedback has continued to show widespread
support for management and our 'Better, not just bigger' strategy,
however following the publication of our preliminary results some
larger holders subsequently indicated a preference for share
buybacks over dividends, as reflected in today's result.
"We remain committed to open and transparent dialogue with
shareholders and will now engage further with those that voted
against certain resolutions to better understand their views. Given
that the proposed dividend will now not be paid, we will also
consider alternative means of capital distribution, including share
buybacks."
In accordance with Listing Rule 9.6.2, copies of resolutions
passed at the Meeting concerning items other than ordinary business
will shortly be available for inspection on the National Storage
Mechanism which can be accessed at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries:
TheWorks.co.uk plc via Sanctuary Counsel
Gavin Peck, CEO
Steve Alldridge, CFO
Sanctuary Counsel
Ben Ullmann +44 7944 868288 | theworks@sanctuarycounsel.com
Rachel Miller +44 7918 606667 |
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END
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