TIDMSSPG
RNS Number : 2439E
SSP Group PLC
26 February 2020
26 February 2020 LEI: 213800QGNIWTXFMENJ24
SSP Group plc (the "Company")
Voting Results of Annual General Meeting held on 26 February
2020
The Company announces that its Annual General Meeting held at
11.00am on 26 February 2020 at Travers Smith LLP, 10 Snow Hill,
London, EC1A 2AL was successfully concluded.
All Resolutions were duly passed by shareholders by way of a
poll. The voting results are below and will also be available on
the Company's website ( www.foodtravelexperts.com ).
Resolution Votes For % Votes Against % Votes Total % of issued Votes withheld
share capital
voted
1. To receive
the Company's
annual accounts
for the year
ended 30 September
2019 together
with the Directors'
report and
the Auditors'
report on those
accounts 375,617,842 99.69% 1,168,968 0.31% 376,786,810 84.23% 4,956,601
------------ -------- -------------- ------- ------------ --------------- ---------------
2. To approve
the Directors'
Remuneration
Report for
the year ended
30 September
2019 (excluding
Directors'
Remuneration
Policy) 217,989,435 68.96% 98,134,556 31.04% 316,123,991 70.66% 65,619,420
------------ -------- -------------- ------- ------------ --------------- ---------------
3. To approve
the final dividend
recommended
by the Directors
of 6.0 pence
per share for
the financial
year ended
30 September
2019 and to
declare it
payable on
27 March 2020 381,742,109 100.00% 36 0.00% 381,742,145 85.33% 1,267
------------ -------- -------------- ------- ------------ --------------- ---------------
4. To re-elect
Simon Smith
as a Director
of the Company 380,124,572 99.58% 1,617,573 0.42% 381,742,145 85.33% 1,267
------------ -------- -------------- ------- ------------ --------------- ---------------
5. To re-elect
Jonathan Davies
as a Director
of the Company 378,865,768 99.25% 2,876,292 0.75% 381,742,060 85.33% 1,352
------------ -------- -------------- ------- ------------ --------------- ---------------
6. To re-elect
Carolyn Bradley
as a Director
of the Company 373,009,156 98.83% 4,426,154 1.17% 377,435,310 84.37% 4,308,102
------------ -------- -------------- ------- ------------ --------------- ---------------
7. To re-elect
Ian Dyson as
a Director
of the Company 316,495,081 95.83% 13,779,053 4.17% 330,274,134 73.83% 51,469,278
------------ -------- -------------- ------- ------------ --------------- ---------------
8. To re-elect
Per Utnegaard
as a Director
of the Company 372,892,170 98.80% 4,543,140 1.20% 377,435,310 84.37% 4,308,102
------------ -------- -------------- ------- ------------ --------------- ---------------
9. To elect
Mike Clasper
as a Director
of the Company 354,444,716 98.01% 7,201,041 1.99% 361,645,757 80.84% 20,097,655
------------ -------- -------------- ------- ------------ --------------- ---------------
10. To re-appoint
KPMG LLP as
auditor of
the Company 374,299,440 98.16% 7,027,458 1.84% 381,326,898 85.24% 416,513
------------ -------- -------------- ------- ------------ --------------- ---------------
11. To authorise
the Directors
to determine
the remuneration
of the Auditor 380,789,924 99.75% 952,060 0.25% 381,741,984 85.33% 1,428
------------ -------- -------------- ------- ------------ --------------- ---------------
12. To authorise
the Company
and its
subsidiaries
to make political
donations and/or
incur political
expenditure 368,112,047 96.43% 13,616,369 3.57% 381,728,416 85.33% 13,615
------------ -------- -------------- ------- ------------ --------------- ---------------
13. To authorise
the Directors
to allot shares
pursuant to
section 551
of the Companies
Act 2006 345,892,108 90.61% 35,838,457 9.39% 381,730,565 85.33% 12,847
------------ -------- -------------- ------- ------------ --------------- ---------------
14. To authorise
the Directors
to dis-apply
pre-emption
rights pursuant
to sections
570 and 573
of the Companies
Act 2006 (General) 381,663,164 99.98% 67,768 0.02% 381,730,932 85.33% 12,480
------------ -------- -------------- ------- ------------ --------------- ---------------
15. To authorise
the Directors
to dis-apply
pre-emption
rights pursuant
to sections
570 and 573
of the Companies
Act 2006
(Acquisition
or Capital
Investment) 371,845,355 97.41% 9,885,055 2.59% 381,730,410 85.33% 13,001
------------ -------- -------------- ------- ------------ --------------- ---------------
16. To authorise
the Company
to make market
purchases of
its ordinary
shares 375,941,314 98.56% 5,485,842 1.44% 381,427,156 85.26% 316,255
------------ -------- -------------- ------- ------------ --------------- ---------------
17. That a
general meeting
other than
an annual general
meeting may
be called on
not less than
14 clear days'
notice. 342,792,969 89.80% 38,938,117 10.20% 381,731,086 85.33% 12,326
------------ -------- -------------- ------- ------------ --------------- ---------------
Notes:
(1) Full details of the resolutions are set out in the Notice of
Annual General Meeting dated 28 January 2020 (which is available on
the Company's website at www.foodtravelexperts.com ).
(2) Resolutions 1 to 13 were ordinary resolutions, requiring
more than 50% of shareholders' votes to be cast in favour of the
resolutions. Resolutions 14 to 17 were special resolutions,
requiring at least 75% of shareholders' votes to be cast in favour
of the resolutions.
(3) Votes 'For' include those votes giving the Chairman discretion.
(4) There were 447,356,585 ordinary shares (excluding treasury
shares) in issue all of which had the right to vote. 263,499
ordinary shares were held in treasury which do not carry voting
rights.
(5) A vote withheld is not a vote in law and is not counted in
the calculation of the votes for or against a resolution.
(6) Copies of all the resolutions passed, other than ordinary
business, have been submitted to the National Storage Mechanism and
will soon be available for inspection at
www.Morningstar.co.uk/uk/nsm .
Resolution 2: Approval of Directors' Remuneration Report
The Board notes the outcome of the shareholder votes against
Resolution 2 concerning the approval of the Company's Remuneration
Report.
During FY18/19, we continued to develop our remuneration
strategy and wrote to 75% of our shareholder base to understand
their views on remuneration. We would like to thank our
shareholders for their helpful and constructive input during the
year. As noted in our latest Annual Report, following these
discussions we made a number of improvements, and were pleased by
the level of positive feedback received on changes to our
forward-looking policies and disclosure. Whilst we are disappointed
by the outcome of the vote, we remain keen to encourage an ongoing
dialogue with our shareholders and value active participation in
that process. We will work together with our shareholders on our
new Remuneration Policy which is expected to be tabled for approval
at our 2021 AGM, in line with the normal cycle for renewal.
An update on shareholder views and actions taken by the Company,
in accordance with the UK Corporate Governance Code, will be
published within the next six months with further information
included in the Company's 2020 Annual Report and Accounts.
For further information contact:
Helen Byrne
Company Secretary & General Counsel
+44 (0) 207 543 3300
Investor and analyst enquiries
Sarah John
Director of Investor Relations
+44 (0)203 714 5251
E-mail: sarah.john@ssp-intl.com
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
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of this information may apply. For further information, please
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END
RAGFLFVEFFIRFII
(END) Dow Jones Newswires
February 26, 2020 10:35 ET (15:35 GMT)
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