Result of AGM

RNS Number : 3093F

Galliford Try Holdings PLC

13 November 2020

 

GALLIFORD TRY HOLDINGS PLC

Result of 2020 Annual General Meeting

Galliford Try Holdings plc is pleased to announce that all resolutions were passed on a poll vote conducted at the Annual General Meeting held today. The results of the poll vote are detailed below.

As at the time of the meeting, the Company had 111,053,489 ordinary shares of 50 pence each in issue. As a vote withheld is not a vote in law, the proportion of total votes cast for and against each resolution excludes votes withheld.

Resolution	Votes validly cast	% of ISC	Votes for	%	Votes against	%	Withheld
1.  Receiving the report and financial statements	56,526,662	50.90	56,483,972	99.92	42,690	0.08	16,689
2.  Approval of the directors' report on remuneration	56,485,273	50.86	36,394,526	64.43	20,090,747	35.57	58,078
3.  Approval of the directors' remuneration policy	55,733,564	50.19	55,542,396	99.66	191,168	0.34	809,787
4.  Re-election of Bill Hocking	56,521,483	50.90	56,479,764	99.93	41,719	0.07	21,869
5.  Re-election of Andrew Duxbury	56,523,454	50.90	56,359,500	99.71	163,954	0.29	19,898
6.  Re-election of Terry Miller	56,527,900	50.90	55,122,050	97.51	1,405,850	2.49	15,452
7.  Re-election of Gavin Slark	56,520,939	50.90	55,129,283	97.54	1,391,656	2.46	22,412
8.  Re-election of Marisa Cassoni	56,523,626	50.90	55,151,473	97.57	1,372,153	2.43	19,726
9.  Re-election of Peter Ventress	56,518,066	50.89	54,682,588	96.75	1,835,478	3.25	25,285
10.  Re-appointment of auditor	56,526,292	50.90	56,474,096	99.91	52,196	0.09	17,060
11.  Authority to set remuneration of the auditor	56,533,141	50.91	56,492,532	99.93	40,609	0.07	10,211
12.  Authority to allot shares	56,522,086	50.90	55,865,646	98.84	656,440	1.16	21,266
13.  Authority for political expenditure	56,507,336	50.88	56,089,649	99.26	417,687	0.74	36,015
14.  Approval of the Savings-Related Share Option Plan	56,516,825	50.89	56,452,921	99.89	63,904	0.11	26,527
15.  Authority to disapply statutory pre-emption rights for general purposes	56,517,447	50.89	56,374,787	99.75	142,660	0.25	25,905
16.  Authority to disapply statutory pre-emption rights for an acquisition or a specified capital investment	56,519,147	50.89	56,364,903	99.73	154,244	0.27	24,204
17.  Authority for Company to purchase its own shares	56,530,310	50.90	56,449,817	99.86	80,493	0.14	13,041
18.  Notice period for general meetings	56,536,680	50.91	55,982,915	99.02	553,765	0.98	6,672

Resolution 2 - Directors' Remuneration Report

The Board notes that while Resolution 2 to approve the Directors' Remuneration Report was passed, 35.57% of shareholders opposed this resolution. The Board and the Company remain committed to continued engagement with shareholders and proxy advisors to address concerns pertaining to directors' remuneration, and discretion applied to executive bonus awards.  

Following recent engagement on the Company's executive remuneration arrangements with major shareholders and proxy advisors prior to today's AGM, the Board understands that shareholders' primary concern was the Finance Director's 2019/20 annual bonus where 50% was based on the disposal of the Group's housebuilding divisions which completed in January 2020. 

The Remuneration Committee's decision to base half of the Finance Director's 2019/2020 annual bonus on the successful completion of the corporate transaction reflected that this project represented a significant proportion of the Finance Director's duties and responsibilities in the 2019/20 financial year. This approach was also within the scope of the Remuneration Policy in force at that time.  In making the award in respect of the disposal, the Committee also had full regard to the Finance Director's wider contribution and the underlying performance of the Group.

The Board will continue to engage with shareholders to ensure their views are fully understood and considered and can be taken into account by the Committee in the future.  In line with the provisions of the UK Corporate Governance Code, the Board will provide an update on the views received and actions taken in response no later than in six months' time.

In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting will be submitted to the FCA's National Storage Mechanism and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

Kevin Corbett              General Counsel & Company Secretary, Galliford Try Holdings plc                  01895 855001

Note to Editors

Galliford Try is a trading name of Galliford Try Holdings plc, a leading UK construction group listed on the London Stock Exchange. Operating as Galliford Try and Morrison Construction, the group carries out building and infrastructure projects with clients in the public, private and regulated sectors across the UK.

 

END

 

 

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