JD Sports Fashion Plc AGM 2020 -- Voting Result Update Statement (3799N)
29 Gennaio 2021 - 12:00PM
UK Regulatory
TIDMJD.
RNS Number : 3799N
JD Sports Fashion Plc
29 January 2021
29 January 2021
JD Sports Fashion Plc
Annual General Meeting 2020 - Voting Result Update Statement
JD Sports Fashion Plc ('JD' or the 'Company'), one of the
world's leading retailers of sports, fashion and outdoor brands,
today provides an update in respect of the voting result from its
Annual General Meeting (AGM) held on 31 July 2020. At the Company's
AGM, all resolutions were duly passed on a poll with the requisite
majority. However, the Board was disappointed with the voting
outcome in respect of the following remuneration-related
resolutions:
No. Description of No. of votes % of votes No. of votes % of votes No. of votes
Resolution 'For' 'For' 'Against' 'Against' 'Withheld'
Approval of the
Director's
Remuneration Report
for the year ended 1
February 2020
(Ordinary
2 resolution) 584,501,276 68.86% 264,320,264 31.14% 11,833,271
----------------------- ---------------- ---------------- --------------- ---------------- ---------------
3 Approval of the 578,182,516 67.48% 278,639,388 32.52% 3,832,907
Directors'
Remuneration Policy
(Ordinary resolution)
----------------------- ---------------- ---------------- --------------- ---------------- ---------------
13 Approval and adoption 603,855,603 70.32% 254,873,552 29.68% 1,925,656
of the rules of the
JD Sports Fashion plc
Long Term Incentive
Plan 2020
(Ordinary resolution)
----------------------- ---------------- ---------------- --------------- ---------------- ---------------
As, in each case, more than 20 per cent. of the votes cast were
against the relevant resolution, the Company is providing this
update on the views it has received from shareholders on
remuneration matters and the actions it has taken, in accordance
with Provision 4 of the Financial Reporting Council's UK Corporate
Governance Code.
In the period immediately prior to, and since, July's AGM, the
Company has engaged with a range of investors (the majority falling
within the 'top 40' holders ranked by size of shareholding) and
other stakeholders on the business of the meeting. Based on
engagement with stewardship teams, governance teams and fund
managers in particular, the Company understands that the voting
outcome in respect of the remuneration-related resolutions was
attributable in part to the matters set out below.
Operation of the Long-Term Incentive Plan 2020
The Company acknowledges that the major concern regarding the
LTIP 2020 was in relation to the cash-based nature of the scheme.
The complex nature of the cash scheme was also deemed problematic
by shareholders.
Bonus arrangements
It is also acknowledged that there were a number of concerns
raised regarding the bonus arrangements for the Executive Directors
and in particular, the fact that there could be greater
transparency regarding bonus targets and metrics.
Cash-based nature of executive director remuneration
Shareholders remain primarily concerned about the "all cash"
nature of the Executive Director remuneration. The Company
acknowledges that with a cash only scheme, it is more difficult to
align Director pay with shareholder interests. For example, it
results in there being no post vesting holding period for the LTIP,
no minimum shareholding requirement and it also makes malus and
clawback provisions less effective. Whilst there are a number of
mitigating factors in this regard, such as the significant and
self-funded personal shareholding of the Executive Chairman, this
is something that the Company recognises as an ongoing concern for
shareholders.
Update
Given that the "all cash" nature of Executive pay (including a
phantom share scheme which was approved by shareholders last year)
was a common theme of concern for shareholders, we are working on
incorporating an equity based incentive scheme for our Executive
Directors as soon as possible (which we have previously been unable
to execute as we did not have the requisite authority from
shareholders to allot new shares). Any new scheme will of course be
put to shareholders for formal approval at this year's AGM. The
Board continually wishes to demonstrate that it is committed to
listening to and acting upon shareholder concerns with meaningful
change.
Whilst we intend to increase the level of transparency regarding
the bonus targets and metrics as part of our remuneration review
this year, the Board remains of the view that it is appropriate to
disclose the specific financial targets on a retrospective basis
only, as this information is commercially sensitive. However, we
will consider whether it is appropriate to include other targets
which can be disclosed on a forward-looking basis as part of our
wider remuneration review this year.
The Board intends to provide a final summary of the outcome of
its engagement on these issues in the Annual Report 2021.
The Company acknowledges that, at both the 2019 and 2020 AGMs,
more than 20 per cent. of the votes cast on the resolution to
approve the Remuneration Report were against the resolution. The
Board and the Remuneration Committee are disappointed by this
result in consecutive years. Accordingly, the remuneration
committee Chair has specifically instructed that we carry out a
wide ranging review of our remuneration practices this year, as
detailed in part above, and to increase the level of engagement on
these issues still further with our shareholders and key
stakeholders.
Enquiries:
JD Sports Fashion Plc Tel: 0161 767 1000
Siobhan Mawdsley, JD Group Company Secretary
Jennifer Iveson, Investor Relations
MHP Communications Tel: 0203 128 8788
Andrew Jaques
Giles Robinson
Charles Hirst
Catherine Chapman
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