AGM Voting Update

Kin and Carta PLC

31 May 2023

 

KIN AND CARTA PLC

("Kin + Carta" or the "Company")

AGM voting update

At our Annual General meeting held on 1 December 2022, resolution 3 (Approval of Directors' Remuneration Policy) and resolution 13 (Approval of Long Term Incentive Plan (LTIP)) were both supported by a large majority of shareholders but received less than 80% support.

In advance of the 2022 Annual General Meeting the Remuneration Committee (the "Committee") had undertaken significant engagement with our largest shareholders in relation to our remuneration proposals, with the final proposal being adjusted to take into account feedback received.  Following the 2022 AGM, the Committee reached out to the Company's largest shareholders who did not support the resolutions, to continue a dialogue and listen to their views as significant investors of Kin + Carta. This has resulted in various correspondence and a number of conversations with these shareholders. Although there was a range of views from these shareholders, the primary issue raised by most of those consulted with was that while they are sympathetic to our rationale that it was necessary to increase executive remuneration to better compete for talent in the US technology market, the Directors' Remuneration Policy included increases to both the maximum annual bonus and LTIP opportunities and some shareholders would have preferred an increase to one element of the package only or a more staggered approach. Whilst the Committee understands the points raised by those shareholders voting against the resolutions, the Committee continues to believe the Directors' Remuneration Policy meets the objectives of balancing the Company's need to recruit and retain talent in the US technology market while reflecting the Company's status as a FTSE listed company.

The Committee continues to be grateful for the feedback received and the two-way engagement with shareholders, which was extensive prior to the AGM. Given overall majority support was obtained for the remuneration resolutions, it is not currently proposed to make any further changes to the approach to Directors' remuneration that was set out in the 2022 Annual Report. The Company will, however, continue to keep the Directors' Remuneration Policy under review over the coming years and welcomes ongoing dialogue with shareholders and proxy advisers.

[Daniel Fattal, Company Secretary]

 

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