Result of AGM

RNS Number : 2594U
Ferguson PLC
21 November 2019
 

ANNUAL GENERAL MEETING: RESOLUTIONS 

 

Ferguson plc (the "Company") is pleased to announce that, at its AGM held earlier today, shareholders passed each of the ordinary and special resolutions by the requisite majorities on a poll.  The full text of each resolution is contained in the Notice of Annual General Meeting, which is available on the Company's website, www.fergusonplc.com.  

 

The total number of votes cast for each resolution is set out in the table below. Resolutions 1 to 19 (inclusive) are ordinary resolutions and resolutions 20, 21 and 22 are special resolutions.

 

Resolution

For

%*

Against

%*

Votes Total

% Votes cast**

Votes Withheld***

1. To receive the Company's Annual Report and Accounts

177,580,643

100.00

4,690

0.00

177,585,333

78.38%

214,607

2. To approve the Directors' Remuneration Report

130,081,506

74.49

44,543,309

25.51

174,624,815

77.08%

3,175,124

3. To approve the Remuneration Policy

124,039,675

70.29

52,431,270

29.71

176,470,945

77.89%

1,328,995

4. To declare a final dividend

177,725,363

100.00

193

0.00

177,725,556

78.45%

74,384

5. To elect Tessa Bamford

174,746,624

98.33

2,976,275

1.67

177,722,899

78.45%

77,041

6. To elect Gareth Davis

170,665,404

96.11

6,903,891

3.89

177,569,295

78.38%

230,644

7. To elect Geoff Drabble

174,931,389

98.43

2,791,979

1.57

177,723,368

78.45%

76,571

8. To elect Catherine Halligan

176,941,318

99.56

781,805

0.44

177,723,123

78.45%

76,817

9. To elect Kevin Murphy

175,397,775

98.69

2,325,646

1.31

177,723,421

78.45%

76,519

10. To elect Alan Murray

174,748,580

98.33

2,974,854

1.67

177,723,434

78.45%

76,506

11. To elect Michael Powell

174,963,073

98.45

2,760,125

1.55

177,723,198

78.45%

76,742

12.To elect Tom Schmitt

176,891,161

99.53

832,168

0.47

177,723,329

78.45%

76,611

13. To elect Nadia Shouraboura

173,117,278

97.41

4,604,212

2.59

177,721,490

78.44%

78,449

14. To elect Jacqueline Simmonds

174,490,694

98.18

3,230,694

1.82

177,721,388

78.44%

78,552

15. To appoint Deloitte LLP as auditors

175,852,009

99.85

270,522

0.15

176,122,531

77.74%

1,677,408

16. To authorise the Audit Committee to agree the auditor's remuneration

177,549,858

99.90

175,062

0.10

177,724,920

78.45%

74,719

17. Authority of limited political expenditure and political donations

175,252,548

99.02

1,740,576

0.98

176,993,124

78.12%

806,816

18. Authority to allot securities

169,327,866

95.24

8,469,347

4.76

177,797,213

78.48%

2,727

19. Approve the amendment to the Ferguson Group Long Term Incentive Plan 2019

127,110,021

72.03

49,358,759

27.97

176,468,780

77.89%

1,331,160

20. Authority to disapply pre-emption rights

177,390,546

99.84

278,402

0.16

177,668,948

78.42%

130,992

21. Additional authority to disapply pre-emption rights for specified capital investment

173,763,055

97.80

3,908,687

2.20

177,671,742

78.42%

128,197

22. Authority to purchase own shares

175,805,464

98.93

1,900,314

1.07

177,705,778

78.44%

94,144

  

 

 

 

*           percentage of votes cast excludes withheld votes

**          percentage of issued share capital (excluding 5,614,611 treasury shares)

***        a vote withheld is not a vote in law and is not counted in the calculation of the proportion of the votes "For" or "Against" a resolution

 

 

As at 19 November 2019, the Company:

 

(i)  had 232,171,182 issued ordinary shares of 10 pence, each ordinary share having one vote;

 

(ii) held 5,614,611 ordinary shares in treasury. The voting rights of treasury shares are automatically suspended;  and

 

(iii)   accordingly, had total voting rights of 226,556,571

 

Resolutions 2 (Remuneration Report), 3 (Remuneration Policy) and 19 (LTIP Rules)

 

During 2019, the Remuneration Committee consulted extensively with Ferguson's largest shareholders, proxy advisors and shareholder representative organisations on the proposed Remuneration Policy (Resolution 3) and increase to the maximum award limits under the LTIP Rules (Resolution 19).  During this process, we received useful feedback from many of the institutions consulted that indicated support for these proposals.  We believe the policy set out is appropriate and fair for an organisation of Ferguson's scale and profile, is commensurate with the duties and responsibilities of Ferguson's Executive Directors and is in the best long-term interests of the Group and its shareholders.  

 

In relation to the Remuneration Report (Resolution 2), the arrangements for the Executive Directors for 2019/20 have been set to be consistent with Ferguson's pay principles, to reflect the scale of the Group's operations in relevant markets.   

 

Resolution 2 was passed with a majority of 74.49%, Resolution 3 with a majority of 70.29%, and Resolution 19 by a majority of 72.03%, as detailed above.  The Board is disappointed that a minority voted against these resolutions, as we consulted extensively but some of those we contacted failed to engage with us, despite the efforts on our part.  However, the Remuneration Committee continues to believe that the proposals are in the best interests of Ferguson and its shareholders.  The Remuneration Committee has already commenced further engagement with shareholders to understand their concerns. 

 

The Remuneration Committee is committed to continuing an open and transparent dialogue with shareholders. We thank those shareholders with whom we have already spoken for explaining their reasons for voting against the resolutions. We will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2019 AGM.

 

 

For further information please contact:  

 

Graham Middlemiss, Group Company Secretary

+44 (0) 118 927 3800


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
 
 
RAGZFLFLKFFLFBX

Companies

Ferguson (FERG)
UK 100

Latest directors dealings