Result of AGM

RNS Number : 3066M
InterContinental Hotels Group PLC
07 May 2020
 

INTERCONTINENTAL HOTELS GROUP PLC

 

Results of 2020 Annual General Meeting

 

The Annual General Meeting of InterContinental Hotels Group PLC was held on Thursday 7 May 2020.

 

All resolutions set out in the Notice of Meeting were duly passed by way of a poll.  The number of votes for and against each of the resolutions put before the Annual General Meeting and the number of votes withheld were as follows:

RESOLUTION

VOTES FOR

%

VOTES AGAINST

%

TOTAL VOTES

% of ISC

VOTES WITHHELD




1

Report and Accounts 2019

148,239,046

100.00%

3,707

0.00%

148,242,753

81.16

374,228




2

Directors' Remuneration Policy

112,098,213

77.14%

33,210,269

22.86%

145,308,482

79.55

3,308,499




3

Directors' Remuneration Report 2019

143,279,761

96.49%

5,212,375

3.51%

148,492,136

81.30

124,844




4(a)

Election of Arthur de Haast as a Director

146,129,901

98.35%

2,458,726

1.65%

148,588,627

81.35

28,354




4(b)

Re-election of Keith Barr as a Director

148,193,170

99.73%

397,943

0.27%

148,591,113

81.35

25,868




4(c)

Re-election of Anne Busquet as a Director

147,996,823

99.60%

593,509

0.40%

148,590,332

81.35

26,649




4(d)

Re-election of Patrick Cescau as a Director

143,382,751

96.83%

4,687,611

3.17%

148,070,362

81.07

546,619




4(e)

Re-election of Ian Dyson as a Director

144,001,240

97.68%

3,415,910

2.32%

147,417,150

80.71

1,199,831




4(f)

Re-election of Paul Edgecliffe-Johnson as a Director

148,146,942

99.70%

444,792

0.30%

148,591,734

81.35

25,247




4(g)

Re-election of Jo Harlow as a Director

144,718,686

97.39%

3,872,832

2.61%

148,591,518

81.35

25,463




4(h)

Re-election of Elie Maalouf as a Director

148,191,691

99.73%

399,211

0.27%

148,590,902

81.35

26,079




4(i)

Re-election of Luke Mayhew as a Director

145,584,587

97.98%

3,004,847

2.02%

148,589,434

81.35

27,547




4(j)

Re-election of Jill McDonald as a Director

147,516,361

99.27%

1,077,669

0.73%

148,594,030

81.35

22,951




4(k)

Re-election of Dale Morrison as a Director

147,371,364

99.18%

1,221,490

0.82%

148,592,854

81.35

24,127




5

Reappointment of Auditor

145,960,098

98.22%

2,640,703

1.78%

148,600,801

81.36

16,179




6

Remuneration of Auditor

148,258,445

99.77%

337,003

0.23%

148,595,448

81.35

21,533




7

Political donations

144,609,078

97.34%

3,958,414

2.66%

148,567,492

81.34

49,489




8

Amendment of Long Term Incentive Plan Rules

112,262,970

77.26%

33,038,347

22.74%

145,301,317

79.55

3,315,664




9

Allotment of shares

136,607,513

91.94%

11,983,493

8.06%

148,591,006

81.35

25,975




10

Disapplication of pre-emption rights

148,073,121

99.89%

165,077

0.11%

148,238,198

81.16

378,783




11

Further disapplication of pre-emption rights

147,492,976

99.50%

742,121

0.50%

148,235,097

81.16

381,883




12

Authority to purchase own shares

147,848,504

99.50%

743,410

0.50%

148,591,914

81.35

25,066




13

Notice of General Meetings

141,151,661

94.99%

7,449,168

5.01%

148,600,829

81.36

16,152




14

Adoption of new Articles of Association

148,557,418

99.98%

22,404

0.02%

148,579,822

81.34 

37,159




 

During 2019, the Remuneration Committee consulted extensively with IHG's largest shareholders, proxy advisors and shareholder representative organisations on the proposed Directors' Remuneration Policy (Resolution 2) and increase to the maximum award limits under the Long Term Incentive Plan rules (Resolution 8).  

 

The Board was pleased to note tha t 77.14% of shareholders voted in support of the proposed Policy. Accordingly, the Policy will take effect for three years from 2020, and will be implemented by the Remuneration Committee in an appropriate manner in the context of the evolving economic environment.

 

The Board acknowledges that some shareholders had concerns with the Policy, in part due to the provision for an increased potential Long Term Incentive Plan (LTIP) maximum award, with 22.86% of shareholders voting against Resolution 2 and 22.74% voting against Resolution 8. The Board believes that the commercial rationale for this increase is critical to the retention and development of talent in order to drive the long-term success of the business.  

 

As noted in the 2020 Notice of AGM, awards for the 2020/22 LTIP cycle will be made at the historical level of 205%, rather than at the increased maximum level of 350% (CEO) and 275% (other Executive Directors) provided for under the approved Policy. This award will be subject to the existing discretion of the Remuneration Committee to adjust the formulaic outcomes at vesting to ensure alignment with business results.

 

The Board will engage with shareholders in relation to these matters in the coming months. As part of this consultation, the Board will, as required by the Corporate Governance Code, seek to understand the reasons behind the votes against the Policy, and will provide an update within six months of the Annual General Meeting.

 

Notes:

 

1.  The 'For' vote includes those giving the Chair discretion.

 

2.  Votes 'Withheld' are not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

 

3.  Resolutions 10 to 14 are special resolutions.

 

4.  IHG's total issued share capital consists of 187,717,720 ordinary shares of 20 340/399 pence each, of which 5,061,408 ordinary shares are held in treasury. The total number of voting rights in the Company is 182,656,312.

 

5.  Copies of the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the UK Listing Authority via the National Storage Mechanism and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Unless otherwise defined herein, terms used in this announcement shall have the meaning given to them in the Notice of Meeting.

 

For further information, please contact:

Investor Relations (Stuart Ford; Matt Kay; Rakesh Patel)

+44 (0)1895 512 176

+44 (0)7527 419 431

Media Relations (Yasmin Diamond; Mark Debenham)

+44 (0)1895 512 097

+44 (0)7527 424 046

 

Notes to Editors:

 

IHG ® (InterContinental Hotels Group) [LON:IHG, NYSE:IHG (ADRs)] is a global organisation with a broad portfolio of hotel brands, including Six Senses Hotels Resorts Spas , Regent Hotels & Resorts , InterContinental ® Hotels & Resorts , Kimpton ® Hotels & Restaurants , Hotel Indigo ® , EVEN ® Hotels , HUALUXE ® Hotels and Resorts , Crowne Plaza ® Hotels & Resorts , voco™ , Holiday Inn ® Hotels & Resorts   , Holiday Inn Express ® , Holiday Inn Club Vacations ® , avid™ hotels , Staybridge Suites ® , Atwell Suites™ , and Candlewood Suites ® .

 

IHG franchises, leases, manages or owns approximately 5,900 hotels and nearly 882,000 guest rooms in more than 100 countries, with almost 2,000 hotels in its development pipeline. IHG also manages IHG ® Rewards Club , our global loyalty programme, which has more than 100 million enrolled members.

 

InterContinental Hotels Group PLC is the Group's holding company and is incorporated in Great Britain and registered in England and Wales. More than 400,000 people work across IHG's hotels and corporate offices globally.

 

Visit www.ihg.com for hotel information and reservations and www.ihgrewardsclub.com for more on IHG Rewards Club. For our latest news, visit: https://www.ihgplc.com/en/news-and-media and follow us on social media at: https://twitter.com/ihgcorporate , www.facebook.com/ihgcorporate and www.linkedin.com/company/intercontinental-hotels-group .


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