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| Date | 14 Jul 2022 |
| Time | 15:48:01 |
| Category | AGMs and other meetings |
| ID | 5509S |
RS Group plc
Results of Annual General Meeting
RS Group plc (the 'Company') held its Annual General Meeting ('AGM') at 12.00 pm today.
The Board notes that all resolutions were duly passed and would like to thank shareholders for their continued support.
The results of the poll held at the AGM are as follows:
|
|
|
Voted For |
Votes Against |
Total Votes Cast (excl. Votes Withheld) |
Votes Withheld* |
||
|
Resolution |
Votes |
% of Votes |
Votes |
% of Votes |
|||
|
1 |
Receive Annual Report and Accounts for 2022 |
400,259,797 |
99.94 |
240,459 |
0.06 |
400,500,256 |
4,176,381 |
|
2 |
Approve Directors' Remuneration Policy |
230,629,838 |
60.77 |
148,894,394 |
39.23 |
379,524,232 |
25,152,385 |
|
3 |
Approve Directors' Remuneration Report for 2022 |
391,422,951 |
98.42 |
6,292,878 |
1.58 |
397,715,829 |
6,960,788 |
|
4 |
Approve Final Dividend for 2022 |
404,672,798 |
100.00 |
0 |
0.00 |
404,672,798 |
3,839 |
|
5 |
Elect Alex Baldock |
403,941,939 |
99.82 |
712,304 |
0.18 |
404,654,243 |
22,374 |
|
6 |
Elect Navneet Kapoor |
404,175,712 |
99.88 |
474,456 |
0.12 |
404,650,168 |
26,449 |
|
7 |
Re-elect Louisa Burdett |
402,473,359 |
99.46 |
2,186,866 |
0.54 |
404,660,225 |
16,392 |
|
8 |
Re-elect David Egan |
401,956,439 |
99.33 |
2,707,468 |
0.67 |
404,663,907 |
12,710 |
|
9 |
Elect Rona Fairhead |
403,267,232 |
99.66 |
1,358,039 |
0.34 |
404,625,271 |
51,346 |
|
10 |
Re-elect Bessie Lee |
404,147,349 |
99.87 |
507,188 |
0.13 |
404,654,537 |
22,080 |
|
11 |
Re-elect Simon Pryce |
381,064,250 |
99.44 |
2,138,533 |
0.56 |
383,202,783 |
21,473,834 |
|
12 |
Re-elect Lindsley Ruth |
404,037,206 |
99.85 |
626,701 |
0.15 |
404,663,907 |
12,710 |
|
13 |
Re-elect David Sleath |
402,523,062 |
99.47 |
2,138,533 |
0.53 |
404,661,595 |
15,022 |
|
14 |
Re-elect Joan Wainwright |
402,903,172 |
99.57 |
1,759,418 |
0.43 |
404,662,590 |
14,027 |
|
15 |
Reappoint PwC as Auditor |
404,301,240 |
99.91 |
366,531 |
0.09 |
404,667,771 |
8,866 |
|
16 |
Agree remuneration of the auditor |
404,584,689 |
99.98 |
86,447 |
0.02 |
404,671,136 |
5,501 |
|
17 |
Limited authority to make political donations and to incur political expenditure |
398,993,595 |
98.61 |
5,641,524 |
1.39 |
404,635,119 |
28,498 |
|
18 |
Authority to allot shares |
385,885,899 |
95.36 |
18,787,014 |
4.64 |
404,672,913 |
3,704 |
|
19 |
Authority to disapply pre-emption rights up to 5% |
399,649,010 |
98.76 |
5,017,596 |
1.24 |
404,666,606 |
10,011 |
|
20 |
Authority to disapply pre-emption rights for additional 5% |
386,588,466 |
95.54 |
18,064,101 |
4.46 |
404,652,567 |
24,050 |
|
21 |
Authority to purchase own shares |
403,549,588 |
99.93 |
295,075 |
0.07 |
403,844,663 |
831,954 |
|
22 |
Notice Period for General Meetings |
376,539,594 |
93.05 |
28,133,795 |
6.95 |
404,673,389 |
3,228 |
|
23 |
Approve new LTIP |
379,646,371 |
93.82 |
25,007,498 |
6.18 |
404,653,869 |
22,748 |
* A "vote withheld" is not a vote in law and will not be counted in the calculation of the proportion of votes "for" or "against" a resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.
The total number of shares in issue on Thursday, 14 July 2022 was 471,034,124 ordinary shares in the Company. A total of 86% of the share capital was voted.
The RS Group Board is pleased to note that all resolutions were passed with the requisite majority votes and welcomes the overwhelming support of the Company's shareholders for the majority of the resolutions proposed.
The Board notes the outcome of the shareholder vote on Resolution 2 (the Directors' Remuneration Policy) and acknowledges that some shareholders did not vote in favour of this resolution.
The Remuneration Committee and the Board recognise the importance of aligning our remuneration with our high-performance, purpose-led culture and strategy. The J2G LTIP provides a framework to incentivise truly exceptional performance that would deliver significant value for the Group and have a profoundly positive impact on all of the Company's wider stakeholders, namely our people, customers, suppliers, communities and shareholders. The Committee firmly believes that the Policy is right for our business and its stakeholders, and will remain focused on ensuring the J2G LTIP Award is aligned with the best interests of the business and shareholders on an ongoing basis.
As part of developing the Directors' Remuneration Policy, the Remuneration Committee Chair undertook an extensive programme of engagement with our largest shareholders to seek input on the proposed changes. We undertook a multi-phased consultation process with over 20 major shareholders representing around 80% of the register. The majority of these shareholders with whom we engaged with were supportive of our proposals during that engagement process, with around 75% of them voting in favour of the resolution. They acknowledged the approach was the best way to align remuneration with high performance and, in particular, they welcomed the continued focus on long-term, performance-linked reward which the J2G LTIP Award will bring. Throughout the consultation process we received valuable feedback and insights from all those we spoke to, with much of the input received influencing the shape of the final proposals.
We value an open and transparent dialogue with our shareholders and we will continue to engage with them to ensure all views are understood and taken into consideration in applying the new Directors' Remuneration Policy going forwards. In accordance with the UK Corporate Governance Code we will publish an update on this engagement within six months of the date of this AGM.
In accordance with Listing Rule 9.6.2., a copy of the Resolutions relating to Special Business has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Clare Underwood
Company Secretary
14 July 2022
LEI: 549300KVXDURRKVW7R37