Result of AGM

RNS Number : 6490G

Wizz Air Holdings PLC

27 July 2021

 

RESULT OF ANNUAL GENERAL MEETING

ALL ORDINARY AND SPECIAL RESOLUTIONS DULY PASSED

Geneva, 27 July 2021:  Wizz Air Holdings Plc ("Wizz Air" or "the Company") announces that at its annual general meeting ("AGM") held earlier today, all ordinary and special resolutions were duly passed. All the resolutions were decided by poll.

The results of the poll, incorporating proxy votes lodged in advance of the meeting, can be found below. Further details of each of the resolutions are contained in the notice of AGM which is available at http://corporate.wizzair.com .  

Resolution		Votes For	%	Votes Against	%	Total Votes	% of Issued Share Capital Voted	Votes Withheld*
	Ordinary resolutions
1	To receive the Company's annual report and accounts for the financial year ended 31 March 2021 together with the related directors' and auditor's report.	16,380,655	99.70	49,667	0.30	16,430,899	15.95%	26,693
2	THAT the Directors' Remuneration Policy, set out on pages 84 to 90 of the 2021 Annual Report and Accounts, be and is hereby approved and takes effect immediately after the end of the AGM on 27 July 2021.	10,994,259	66.80	5,462,746	33.20	16,456,428	15.97%	10
3	THAT the Directors' Remuneration Report for the financial year ended 31 March 2021, set out on pages 80 to 98 of the 2021 Annual Report and Accounts (excluding the part containing the Directors' Remuneration Policy), be and is hereby approved.	16,269,317	98.86	187,688	1.14	16,457,582	15.97%	10
4	To approve the Wizz Air Omnibus Plan	15,615,567	94.89	841,442	5.11	16,457,586	15.97%	6
5	To approve of the Wizz Air Value Creation Plan	11,118,557	67.56	5,338,452	32.44	16,457,586	15.97%	6
6	To re-elect William A. Franke as a director of the company.	14,498,266	88.19	1,941,189	11.81	16,440,032	15.95%	17,560
7	To re-elect József Váradi as a director of the company.	16,412,313	99.73	44,696	0.27	16,457,586	15.97%	6
8	To re-elect Simon Duffy as a director of the company.	14,293,239	86.85	2,163,770	13.15	16,457,586	15.97%	6
9	To re-elect Simon Duffy as a director of the Company (Independent Shareholder vote).	11,858,058	84.27	2,213,437	15.73	14,072,072	13.66%	2,385,520
10	To re-elect Stephen L. Johnson as a director of the company.	16,412,084	99.73	44,926	0.27	16,457,586	15.97%	6
11	To re-elect Barry Eccleston as a director of the company.	15,733,223	95.60	723,787	4.40	16,457,586	15.97%	6
12	To re-elect Barry Eccleston as a director of the Company (Independent Shareholder vote).	13,371,295	95.02	700,200	4.98	14,072,073	13.66%	2,385,519
13	To re-elect Andrew S. Broderick as a director of the company.	16,412,084	99.73	44,926	0.27	16,457,586	15.97%	6
14	To re-elect Charlotte Pedersen as a director of the company.	16,386,379	99.57	70,630	0.43	16,457,586	15.97%	6
15	To re-elect Charlotte Pedersen as a director of the Company (Independent Shareholder vote).	14,000,866	99.50	70,630	0.50	14,072,073	13.66%	2,385,519
16	To elect Charlotte Andsager as a director of the company.	15,884,529	95.52	572,480	3.48	16,457,586	15.97%	6
17	To elect Charlotte Andsager as a director of the Company (Independent Shareholder vote).	13,499,015	95.93	572,480	4.07	14,072,073	13.66	2,385,519
18	To elect Enrique Dupuy de Lome Chavarri as a director of the company.	16,415,937	99.75	41,072	0.25	16,457,586	15.97%	6
19	To elect Enrique Dupuy de Lome Chavarri as a director of the Company (Independent Shareholder vote).	14,030,423	99.71	41,072	0.25	14,072,073	13.66%	2,385,519
20	To elect Anthony Radev as a director of the company.	16,433,908	99.86	23,101	0.14	16,457,586	15.97%	6
21	To elect Anthony Radev as a director of the Company (Independent Shareholder vote).	14,048,394	99.84	23,101	0.16	14,072,073	13.66%	2,385,519
22	To re-appoint PricewaterhouseCoopers LLP as the Company's auditors until the conclusion of the next AGM of the Company.	16,357,667	99.40	99,343	0.60	16,457,586	15.97%	6
23	To authorise the audit committee (for and on behalf of the Board) to agree the remuneration of the auditors.	16,454,004	99.98	3,005	0.02	16,457,586	15.97%	6
24	To authorise allotment of shares.	13,245,514	80.73	3,161,829	19.27	16,407,919	15.92%	49,673
	SPECIAL RESOLUTIONS
25	To dis-apply pre-emption rights.	16,302,440	99.20	131,697	0.80	16,434,714	15.95%	22,878
26	To dis-apply pre-emption rights in connection with an acquisition or specified capital investment.	16,120,393	98.09	313,744	1.91	16,434,714	15.95%	22,878

*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

In accordance with paragraph 9.2.2E of the Listing Rules, the resolutions to re-elect Simon Duffy, Stephen L. Johnson, Barry Eccleston,  Andrew S. Broderick, Charlotte Pedersen, Charlotte Andsager, Enrique Dupuy de Lome Chavarri and Anthony Radev as directors of the Company were approved by (a) the shareholders of the Company (resolutions 8, 10, 11, 13, 14, 16, 18 and 20) and (b) the independent shareholders of the Company (resolutions 9, 12, 15, 17, 19 and 21).

In accordance with paragraph 9.6.2R of the Listing Rules, a copies of the special resolutions approved at the AGM have been forwarded to the Financial Conduct Authority for publication through the Document Viewing Facility and will be accessible via the National Storage Mechanism website ( National Storage Mechanism | FCA ).

The total voting rights of the Company as at 3:00 p.m. on 23 July 2021, being the day on which shareholders had to be on the Company's shareholder register in order to be eligible to vote, was 103,041,132.

The AGM results will also be made available on the Company's website: General Meetings (wizzair.com) .

The Board notes that Resolutions 2 and 5, the approval of the Remuneration Policy and the Adoption of the Value Creation Plan, were opposed by more than 20% of voting shareholders. 

In advance of the 2021 AGM, the Board, through the Remuneration Committee, engaged extensively with shareholders to discuss our approach to remuneration and to seek feedback on our proposals. This process led to a number of material changes to the proposals which were put forward at the AGM.  

The Board understands the issues raised by certain shareholders but is wholly satisfied that the adoption of the Value Creation Plan, the new Remuneration Policy and the Wizz Air Omnibus Plan, all of which are designed to generate superior returns based on the achievement of market leading targets, are in the best interests of the Company, its shareholders and other stakeholders.  

In the coming months, the Board will continue to consult with major shareholders on remuneration and wider governance matters. In accordance with the UK Corporate Governance Code, the Board will publish an update on this engagement within six months of the AGM.

The Board is pleased that each of the AGM resolutions received broad-based shareholder support and appreciates the time taken by shareholders to engage with the Company in recent months.

- Ends -

ABOUT WIZZ AIR Wizz Air, the fastest growing European low-cost airline, operates a fleet of 142 Airbus A320 and A321 aircraft. A team of dedicated aviation professionals delivers superior service and very low fares, making Wizz Air the preferred choice of 10.2 million passengers in the financial year F21 ending 31 March 2021. Wizz Air is listed on the London Stock Exchange under the ticker WIZZ. The company was recently named one of the world's top ten safest airlines by  airlineratings.com , the world's only safety and product rating agency, and 2020 Airline of the Year by ATW, the most coveted honour an airline or individual can receive, recognizing individuals and organizations that have distinguished themselves through outstanding performance, innovation, and superior service. For more information:
Zlatko Custovic, Wizz Air	[phone]
Natasha Seager Smith, Wizz Air:	[phone]
Edward Bridges / Jonathan Neilan, FTI Consulting LLP:	[phone]

 

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