Result of AGM

RNS Number : 3907L

Dixons Carphone PLC

05 September 2019

 

5 September 2019

DIXONS CARPHONE PLC

ANNUAL GENERAL MEETING 2019 - POLL RESULTS

The Board of Dixons Carphone plc ('the Company') is pleased to announce that all the resolutions put to its Annual General Meeting held at 11:00am on Thursday 5 September 2019, were duly passed by the requisite majorities on a poll.

The results of the polls were as follows:

Resolutions		Votes For		Votes Against		Votes Total	Issued Share Capital Voted	Votes Withheld
		Number	%	Number	%	Number	%	Number
1.	To receive the Annual Report and Accounts, including the strategic report and the reports of the directors and auditor for the period ended 27 April 2019	964,149,291	99.99	129,414	0.01	964,278,705	82.96%	935,686
2.	To approve the Directors' Annual Remuneration Report	738,083,754	76.54	226,263,505	23.46	964,347,259	82.96%	867,132
3.	To approve the Directors' Remuneration Policy	831,610,451	89.26	100,031,252	10.74	931,641,703	80.15%	33,572,688
4.	To declare a final dividend of 4.5p per ordinary share	960,566,776	99.52	4,643,402	0.48	965,210,178	83.04%	4,213
5.	To elect Eileen Burbidge MBE as a director	965,101,427	99.99	81,320	0.01	965,182,747	83.04%	31,641
6.	To re-elect Alex Baldock as a director	963,353,376	99.81	1,832,481	0.19	965,185,857	83.04%	28,531
7.	To re-elect Tony DeNunzio CBE as a director	940,418,094	97.52	23,894,565	2.48	964,312,659	82.96%	901,729
8.	To re-elect Andrea Gisle Joosen as a director	949,240,761	98.35	15,941,102	1.65	965,181,863	83.04%	32,525
9.	To re-elect Lord Livingston of Parkhead as a director	933,871,949	96.76	31,312,432	3.24	965,184,381	83.04%	30,007
10.	To re-elect Jonny Mason as a director	962,449,205	99.72	2,736,844	0.28	965,186,049	83.04%	28,339
11.	To re-elect Fiona McBain as a director	962,173,509	99.70	2,915,952	0.30	965,089,461	83.03%	124,927
12.	To re-elect Gerry Murphy as a director	934,368,653	96.81	30,815,795	3.19	965,184,448	83.04%	29,943
13.	To re-appoint Deloitte LLP as auditor of the Company	929,722,046	99.20	7,523,435	0.80	937,245,481	80.63%	27,968,910
14.	Authority for the directors to determine the auditor's remuneration	964,302,295	99.91	898,544	0.09	965,200,839	83.04%	13,549
15.	Authority to make political donations not exceeding £25,000 in total	857,710,889	92.60	68,512,964	7.40	926,223,853	79.68%	38,990,538
16.	To approve the Dixons Carphone Colleague Shareholder Scheme	964,856,895	99.97	315,736	0.03	965,172,631	83.04%	41,757
17.	To approve the Dixons Carphone Share Incentive Plan	964,659,312	99.95	517,138	0.05	965,176,450	83.04%	37,938
18.	Authority to allot shares	965,010,811	99.98	175,238	0.02	965,186,049	83.04%	28,342
19.	Authority to dis-apply    pre-emption rights *	964,998,580	99.98	172,329	0.02	965,170,909	83.04%	43,479
20	Authority for the Company to purchase its own shares *	936,813,988	97.08	28,136,396	2.92	964,950,384	83.02%	264,004
21.	Authority to call general meetings at short    notice *	951,324,537	98.56	13,884,975	1.44	965,209,512	83.04%	4,876

* Special Resolutions

Resolution 2 - Remuneration Report

The Board welcomes the 76.54% vote in favour of our Remuneration Report, including the support from most of our largest shareholders. However, despite this vote in favour, the Board acknowledges that a significant minority of shareholders did not support this Resolution.

Over the past year we have engaged extensively with our shareholders and the proxy agencies on our approach to executive remuneration. The views of our shareholders are important to us and the feedback we have received has been helpful. The Committee will seek to consult further with shareholders to understand and discuss the specific rationale for any votes against our report.

The Remuneration Committee recognises that the appropriate incentivisation of a new management team embarking on a major transformation of the business is a difficult judgement.

Our Group Chief Executive and Chief Financial Officer both deferred 100% of their cash bonus for 2018/19 into share awards that will not vest for 2 years.  The executives volunteered to do this as they were mindful that the performance of the business and the progress that is being made with the transformation is not reflected in the current share price and this was done in order to align themselves with shareholders.

The Company will continue to seek to consult with its shareholders and will publish an update on this engagement within six months of the 2019 AGM.

Notes:

1.   The total number of ordinary shares of 0.1p each in issue on the share register as at the date of meeting was 1,162,360,001 and all of these have voting rights.

2.   Percentages above are rounded to 2 decimal places.

3.   A vote 'Withheld' is not a vote in law and is not 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.

In accordance with Listing Rule 9.6.2R, a copy of the resolutions, other than those concerning ordinary business, passed at the Annual General Meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

Further information:

Nigel Paterson, Company Secretary and General Counsel

Tel: [phone]

 

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