Result of AGM

RNS Number : 9896E

Kingfisher PLC

09 July 2019

 

KINGFISHER PLC

RESOLUTIONS PASSED AT ANNUAL GENERAL MEETING

Tuesday 9 July 2019

Kingfisher plc (the 'Company') announces the results of voting on resolutions at its Annual General Meeting ('AGM') held on Tuesday 9 July 2019, as set out in the AGM notice.

A poll was held on each of the resolutions which were all passed by the required majority. Resolutions 1 to 17 were passed as ordinary resolutions; resolutions 18 to 21 were passed as special resolutions. The results of the poll are presented in the table below together with the Board's statement in accordance with the Provisions of the UK Corporate Governance Code.

Resolution		Votes For*	%	Votes Against	%	Total Votes	% of ISC	Votes** Withheld
1	To receive the report and accounts	1,723,360,339	99.97	434,410	0.03	1,723,794,749	81.69	2,311,172
2	To approve the directors' remuneration report	1,302,062,736	75.81	415,436,631	24.19	1,717,499,367	81.39	8,601,330
3	To approve the directors' remuneration policy	1,667,154,482	96.76	55,848,890	3.24	1,723,003,372	81.65	3,102,345
4	To declare the final dividend	1,725,350,110	99.97	443,929	0.03	1,725,794,039	81.79	311,679
5	To appoint Claudia Arney as a director	1,721,725,601	99.87	2,299,278	0.13	1,724,024,879	81.70	2,079,412
6	To appoint Sophie Gasperment as a director	1,651,922,371	95.72	73,784,667	4.28	1,725,707,038	81.78	398,883
7	To re-appoint Andrew Cosslett as a director	1,708,294,520	98.99	17,397,282	1.01	1,725,691,802	81.78	414,119
8	To re-appoint Jeff Carr as a director	1,721,005,447	99.73	4,671,239	0.27	1,725,676,686	81.78	429,235
9	To re-appoint Pascal Cagni as a director	1,723,164,448	99.85	2,502,481	0.15	1,725,666,929	81.78	438,992
10	To re-appoint Clare Chapman as a director	1,645,508,144	95.35	80,163,193	4.65	1,725,671,337	81.78	434,584
11	To re-appoint Rakhi Goss-Custard as a director	1,722,865,847	99.84	2,816,240	0.16	1,725,682,087	81.78	423,834
12	To re-appoint Veronique Laury as a director	1,722,278,260	99.80	3,390,556	0.20	1,725,668,816	81.78	432,188
13	To re-appoint Mark Seligman as a director	1,722,866,308	99.84	2,808,137	0.16	1,725,674,445	81.78	428,175
14	To re-appoint Deloitte LLP as auditors	1,721,315,221	99.74	4,419,163	0.26	1,725,734,384	81.78	368,015
15	To authorise the Audit Committee to agree the auditors' remuneration	1,725,419,913	99.98	334,340	0.02	1,725,754,253	81.78	347,988
16	To authorise the Company and its subsidiaries to make political donations	1,691,059,562	98.41	27,301,273	1.59	1,718,360,835	81.43	7,704,005
17	To authorise the directors to allot shares	1,548,985,761	89.75	176,950,627	10.25	1,725,936,388	81.79	162,422
18	To disapply pre-emption rights	1,638,729,510	95.08	84,788,798	4.92	1,723,518,308	81.68	2,584,997
19	To disapply pre-emption rights on an additional five percent	1,553,822,826	90.16	169,675,758	9.84	1,723,498,584	81.68	2,604,718
20	To authorise the company to purchase its own shares	1,720,602,103	99.75	4,341,754	0.25	1,724,943,857	81.75	1,159,346
21	To authorise the Company to call a general meeting other than an annual general meeting on not less than 14 clear days' notice	1,572,114,168	91.48	146,367,258	8.52	1,718,481,426	81.44	7,621,877

At Kingfisher we believe in proper alignment between pay and performance and our Remuneration Policy is designed to achieve this over the long term while incentivising the delivery of the ONE Kingfisher strategy. The Board welcomes the 96.76% vote in favour of our 2019 Directors' Remuneration Policy. The Board also welcomes the vote in favour of our Directors' Remuneration Report, including significant support from our largest shareholders. The remuneration arrangements in the year are in line with the Remuneration Policy approved at our 2016 AGM. However, despite a strong vote in favour, the Board acknowledges that some shareholders did not support the Resolution. This followed one proxy advisor raising a concern about the appropriateness of rewarding for progress on the business fundamentals given the in-year financial results.

Over the past year we have engaged extensively with our shareholders, proxy advisors, and shareholder representative organisations in relation to our remuneration arrangements. The views of our shareholders are of paramount importance to the Remuneration Committee, and therefore the Committee intends to consult further with shareholders to understand the specific rationale for any votes against our report. Our current understanding is that these concerns were mainly focused on our assessment of 2018/19 performance, and the corresponding awards made. These were based on the progress made against our annual strategic milestones, including the unification of the business, our digital objectives, and the level of operating efficiencies achieved, which are the building blocks of our long-term transformation plan. The annual bonus opportunity was reduced in the 2016 Remuneration Policy from 200% of salary to 80% to focus it on the delivery of strategic progress, with financial performance being measured on a long-term basis and rewarded through other elements of the package.  We are therefore keen to listen to our shareholders about how we evolve the operation of the annual awards and their relationship with short-term financial performance over forthcoming months. Kingfisher will publish an update on that engagement within six months of the 2019 AGM.

NOTES

*    Includes discretionary votes

**   A vote withheld is not a vote in law and, therefore cannot be counted in the calculation of the proportion of   

     votes for and against a resolution.

As at 10.00pm on Friday 5 July 2019, the time by which shareholders who wanted to attend, speak and vote at the AGM must have been entered on the Company's register of members, the number of issued shares of the Company was 2,110,125,093 shares of 15 ^5/7 pence each.

The full text of each of the resolutions is set out in the Notice of Annual General Meeting which is available on the Kingfisher website at www.kingfisher.com/en/investors/shareholder-centre/agm.html. A copy of the poll results for the Annual General Meeting will shortly be available on the Kingfisher website, also at www.kingfisher.com/en/investors/shareholder-centre/agm.html.

In accordance with Listing Rule 9.6.2, copies of the resolutions passed, other than those considered ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/nsm.

CONTACT

For further information, please contact:

Investor Relations	Tel: [phone]	Email: [e-mail]
Media Relations	[phone]	[e-mail]
Teneo	[phone]	[e-mail]

 

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