The total voting rights in the Company are 243,141,416
Redde Northgate plc (the ”Company”) today provides an update in respect of the results of its Annual General Meeting held on 20 September 2021 (“2021 AGM”). At the Company's 2021 AGM all resolutions were passed with the requisite majority. The Company notes that whilst Resolution 3 (To approve the Directors’ Remuneration Report) (“Resolution 3”) was approved by a clear majority, there was a significant minority vote against the resolution. The Company regularly engages with its shareholders and has engaged with shareholders prior to and following the 2021 AGM including in relation to its decision to award executive directors their bonuses in the financial year 2020-2021 in the context of the Company’s performance and the benefits delivered to the Company’s stakeholders during that financial year. As part of this engagement, the Company has engaged with shareholders who voted against Resolution 3 and the Company understands their rationale for not supporting this resolution and will take these views into consideration.
18 March 2022
Redde Northgate plc
Proxy voting results for the AGM held on 20 September 2021
At the Annual General Meeting of Redde Northgate plc (the "Group") held at 10.30am on 20 September 2021 the total number of votes received on each resolution were as follows:
Resolutions |
Votes For |
% of Votes |
Votes Against |
% of Votes |
Total Votes |
Votes cast as % of Issued Share Capital |
Votes Withheld |
|
1 |
To receive the Directors' Report and audited accounts of the Company for the year ended 30 April 2021 (Annual Report and Accounts) |
192,692,737
|
98.44
|
3,061,445
|
1.56
|
196,430,596
|
79.82
|
676,414
|
2 |
To declare a final dividend of 12.0 pence per ordinary share payable to the shareholders on the register at the close of business on 3 September 2021, as recommended by the Directors. |
192,938,715
|
98.22
|
3,488,969
|
1.78
|
196,430,596
|
79.82
|
2,912
|
3* |
To approve the Directors' Remuneration Report in the form set out on pages 71 to 83 of the Annual Report and Accounts (see notice) |
119,548,493
|
62.36
|
72,170,628
|
37.64
|
196,430,596
|
79.82
|
4,711,475
|
4 |
To appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting |
195,899,411
|
99.73
|
526,773
|
0.27
|
196,430,596
|
79.82
|
4,412
|
5 |
To authorise the Audit and Risk Committee, for and on behalf of the Board, to determine the remuneration of the auditor |
196,424,543
|
99.99
|
2,935
|
0.01
|
196,430,596
|
79.82
|
3,118
|
6 |
To re-elect Avril Palmer-Baunack as a director |
172,895,368
|
88.6
|
22,251,738
|
11.4
|
196,430,596
|
79.82
|
1,283,490
|
7 |
To re-elect Mark Butcher as a director |
185,956,804
|
94.67
|
10,469,100
|
5.33
|
196,430,596
|
79.82
|
4,692
|
8 |
To re-elect John Pattullo as a director |
165,618,045
|
84.32
|
30,807,681
|
15.68
|
196,430,596
|
79.82
|
4,870
|
9 |
To re-elect Philip Vincent as a director |
195,793,082
|
99.68
|
632,822
|
0.32
|
196,430,596
|
79.82
|
4,692
|
10 |
To elect Martin Ward as a director |
196,157,399
|
99.86
|
268,505
|
0.14
|
196,430,596
|
79.82
|
4,692
|
11 |
To elect John Davies as a director |
158,257,262
|
81.85
|
35,088,438
|
18.15
|
196,430,596
|
79.82
|
3,084,896
|
12 |
To elect Mark McCafferty as a director |
195,744,662
|
99.65
|
681,064
|
0.35
|
196,430,596
|
79.82
|
4,870
|
13 |
That the Board be authorised to allot shares in the Company up to an aggregate nominal amount of 40,974,222 GBP (see notice) |
195,243,714
|
99.4
|
1,179,487
|
0.6
|
196,430,596
|
79.82
|
7,395
|
14 |
That subject to the passing of Resolution 13, the Board be authorised to allot equity securities for cash (see notice) |
196,080,530
|
99.83
|
339,671
|
0.17
|
196,430,596
|
79.82
|
10,395
|
15 |
That subject to the passing of Resolution 13, the Board be authorised to allot equity securities for cash and/or sell ordinary shares (see notice) |
194,868,344
|
99.21
|
1,551,282
|
0.79
|
196,430,596
|
79.82
|
10,970
|
16 |
That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice |
194,420,464
|
98.98
|
2,006,215
|
1.02
|
196,430,596
|
79.82
|
3,917
|
17 |
That the Company be authorised to make market purchases of ordinary shares of 50p each (see notice) |
195,815,738
|
99.73
|
537,703
|
0.27
|
196,430,596
|
79.82
|
77,155
|
Notes:
* The company notes the result in respect these resolutions and will consult with shareholders to understand the specific issues and address any outstanding matters.
For further information, please contact:
Redde Northgate plc
Nicholas Tilley, Company Secretary 44 (0)3445 170095
Original Resolutions and Voting Outcome
Date |
Meeting type |
Resolution number & title |
% Voted for |
% Voted against |
% Withheld |
% Issued share capital voted |
28/10/2020 |
AGM |
Resolution 4: To approve the Directors' Remuneration Policy |
58.98% |
41.02% |
0.02% |
79.31% |
28/10/2020 |
AGM |
Resolution 3: To approve the Directors' Remuneration Report |
53.83% |
46.17% |
0.01% |
79.31% |
The company has met with some of the company’s larger shareholders following the AGM resolutions; concerns were raised about the level of the outgoing CEO’s severance package and the targets for the 2020 long term incentive plan awards for executive directors. There were mixed views about the Value Creation Plan (VCP).
Since then the remuneration committee has undertaken a review of the remuneration policy in general, the VCP and the past and future targets for the long term incentive plan awards and bonus awards. The company will consult further with shareholders between now and the publication of the FY21 annual results to gain opinions on a potentially, revised remuneration policy.
A further update will appear in the next annual report.
Proxy voting results for the AGM held on 28 October 2020
At the Annual General Meeting of Redde Northgate plc (the "Group") held at 10.30am on 28 October 2020 the total number of votes received on each resolution were as follows:
Resolutions | Votes for | % of Votes | Votes Against | % of Votes | Total Votes | Votes cast as % of Issued Share Capital | Votes Withheld | |
---|---|---|---|---|---|---|---|---|
1 |
To receive the Directors' Report and audited accounts of the Company for the year ended 30 April 2020 (Annual Report and Accounts) |
194,580,684 |
99.99 |
28,289 |
0.01 |
195,313,257 |
79.37 |
704,284 |
2 |
To declare a final dividend of 6.8 pence per ordinary share payable to the shareholders on the register (see notice) |
195,313,146 |
100.00 |
112 |
0 |
195,313,258 |
79.37 |
0 |
3* |
To approve the Directors' Remuneration Report in the form set out on pages 56-77 of the Annual Report and Accounts (see notice) |
105,064,074 |
53.83 |
90,097,583 |
46.17 |
195,185,948 |
79.31 |
24,291 |
4* |
To approve the Directors' Remuneration Policy in the form set out on pages 59-67 of the Directors' Remuneration Report (see notice) |
115,101,869 |
58.98 |
80,054,014 |
41.02 |
195,185,948 |
79.31 |
30,065 |
5 |
To appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting |
194,248,546 |
99.47 |
1,043,127 |
0.53 |
195,313,257 |
79.37 |
21,584 |
6 |
To authorise the Audit and Risk Committee, for and on behalf of the Board, to determine the remuneration of the auditor |
194,779,422 |
99.74 |
511,081 |
0.26 |
195,313,257 |
79.37 |
22,754 |
7 |
To re-elect Avril Palmer-Baunack as a director |
194,179,359 |
99.43 |
1,107,832 |
0.57 |
195,313,257 |
79.37 |
26,066 |
8 |
To re-elect Mark Butcher as a director |
194,611,968 |
99.66 |
673,724 |
0.34 |
195,313,258 |
79.37 |
27,566 |
9 |
To re-elect John Pattullo as a director |
184,665,777 |
94.56 |
10,619,915 |
5.44 |
195,313,258 |
79.37 |
27,566 |
10 |
To re-elect Philip Vincent as a director |
193,992,631 |
99.34 |
1,293,061 |
0.66 |
195,313,258 |
79.37 |
27,566 |
11 |
To elect Martin Ward as a director |
194,908,821 |
99.81 |
377,880 |
0.19 |
195,313,258 |
79.37 |
27,557 |
12 |
To elect John Davies as a director |
190,985,521 |
97.80 |
4,297,003 |
2.20 |
195,313,258 |
79.37 |
30,734 |
13 |
To elect Mark McCafferty as a director |
195,013,864 |
99.87 |
259,160 |
0.13 |
195,313,258 |
79.37 |
40,234 |
14 |
That the Board be authorised to allot shares in the Company up to an aggregate nominal amount of 40,974,221 GBP (see notice) |
194,067,395 |
99.38 |
1,210,475 |
0.62 |
195,313,258 |
79.37 |
35,388 |
15 |
That subject to the passing of Resolution 14, the Board be authorised to allot equity securities for cash (see notice) |
195,110,704 |
99.98 |
31,570 |
0.02 |
195,185,949 |
79.31 |
43,675 |
16 |
That subject to the passing of Resolution 14, the Board be authorised to allot equity securities for cash and/or sell ordinary shares (see notice) |
194,689,847 |
99.70 |
586,468 |
0.30 |
195,313,257 |
79.37 |
36,942 |
17 |
That a general meeting, other than an Annual General Meeting, may be called on not less than 14 clear days’ notice |
192,752,155 |
98.70 |
2,532,484 |
1.30 |
195,313,258 |
79.37 |
28,619 |
18 |
That the Company be authorised to make market purchases of ordinary shares of 50p each (see notice) |
194,580,033 |
99.71 |
556,903 |
0.29 |
195,313,257 |
79.37 |
176,321 |
19 |
That the all employee Share Save Scheme be approved (see notice) |
195,143,555 |
99.99 |
18,756 |
0.01 |
195,185,949 |
79.31 |
23,638 |
Northgate plc
Proxy voting results for the AGM held on 23 September 2019
At the Annual General Meeting of Northgate plc (the "Group") held at 11.30am on 23 September 2019 the total number of votes received on each resolution were as follows:
Resolutions | Votes For |
% of Votes |
Votes Against |
% of Votes |
Total Votes |
Votes cast as % of Issued Share Capital |
Votes Withheld |
|
---|---|---|---|---|---|---|---|---|
1 | To receive the Directors' Report and audited accounts of the Company for the year ended 30 April 2019. | 114,658,319 | 99.99% | 5,812 | 0.01% | 114,664,131 | 86.06% | 103,011 |
2 | To declare a final dividend of 12.1p per Ordinary share recommended by the Directors. | 114,763,771 | 100.00% | 4,612 | 0.00% | 114,768,383 | 86.14% | 1,475 |
3 | To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy referred to in Resolution 4 below) in the form set out on pages 58-74 of the 2019 Annual Report and Accounts. | 96,197,272 | 84.36% | 17,828,268 | 15.64% | 114,025,540 | 85.58% | 741,602 |
4 | To approve the Directors' Remuneration Policy in the form set out on pages 58-74 of the Directors' Remuneration Report in the 2019 Annual Report and Accounts. | 107,689,358 | 94.07% | 6,789,594 | 5.93% | 114,478,952 | 85.92% | 290,906 |
5 | To appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting | 114,743,601 | 99.99% | 13,121 | 0.01% | 114,756,722 | 86.13% | 13,136 |
6 | To authorise the Audit & Risk Committee, for an on behalf of the Board, to determine the remuneration of the auditor. | 114,743,549 | 99.99% | 14,505 | 0.01% | 114,758,054 | 86.13% | 11,804 |
7 | To elect Mr J Pattullo as a Director. | 114,740,566 | 99.99% | 8,731 | 0.01% | 114,749,297 | 86.13% | 20,561 |
8 | To re-elect Mr B Spencer as a Director. | 114,525,926 | 99.81% | 217,847 | 0.19% | 114,743,773 | 86.12% | 26,085 |
9 | To re-elect Miss J Caseberry as a Director. | 106,824,806 | 93.10% | 7,918,967 | 6.90% | 114,743,773 | 86.12% | 26,085 |
10 | To re-elect Mrs C Miles as a Director. | 114,521,038 | 99.81% | 222,735 | 0.19% | 114,743,773 | 86.12% | 26,085 |
11 | To re-elect Mr K Bradshaw as a Director. | 108,547,577 | 94.60% | 6,200,964 | 5.40% | 114,748,541 | 86.13% | 21,317 |
12 | To re-elect Mr P Vincent as a Director. | 113,535,574 | 98.95% | 1,206,855 | 1.05% | 114,742,429 | 86.12% | 27,429 |
13 | To authorise Issue of Equity. | 114,737,709 | 99.99% | 14,388 | 0.01% | 114,752,097 | 86.13% | 17,761 |
14 | To authorise Issue of Equity without Pre-emptive Rights. | 114,720,629 | 99.99% | 16,868 | 0.01% | 114,737,497 | 86.12% | 29,645 |
15 | To authorise Issue of Equity without Pre-emptive Rights in Connection with an Acquisition or Other Capital Investment. | 114,459,171 | 99.75% | 284,590 | 0.25% | 114,743,761 | 86.12% | 23,381 |
16 | To allow the Company to hold general meetings (other than AGMs) on 14 days' notice. | 113,176,377 | 98.62% | 1,587,130 | 1.38% | 114,763,507 | 86.14% | 6,351 |
17 | To authorise the Company to make market purchases of Ordinary Shares. | 114,428,257 | 99.75% | 282,214 | 0.25% | 114,710,471 | 86.10% | 59,387 |
18 | To approve the Executive Performance Share Plan. | 107,729,313 | 93.88% | 7,024,832 | 6.12% | 114,754,145 | 86.13% | 12,997 |
Notes from last year:
For further information, please contact:
Northgate plc
Katie Tasker-Wood, Company Secretary +44 (0)1325 467 558
Buchanan
David Rydell/Jamie Hooper/Tilly Abraham +44 (0) 207 466 5000
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END
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Proxy voting results for the AGM held on 18 September 2018 At the Annual General Meeting of Northgate plc (the "Group") held at 11.30am on 18 September 2018 the total number of votes received on each resolution were as follows:
Resolutions | Votes for | % of Votes | Votes Against | % of Votes | Total Votes | Votes cast as % of Issued Share Capital | Votes Withheld | |
---|---|---|---|---|---|---|---|---|
1 | To receive the Directors' Report and audited accounts of the Company for the year ended 30 April 2018. | 116,753,626 | 99.99 | 7,578 | 0.01% | 116,761,204 | 87.64 | 78,600 |
2 | To declare a final dividend of 11.6p per Ordinary share. | 116,838,519 | 100.00 | 1,056 | 0.00 | 116,839,575 | 87.70 | 230 |
3 | To approve the Directors' Remuneration Report in the form set out on pages 60 to 78 of the 2018 Annual Report and Accounts. | 49,105,198 | 42.03 | 67,719,898 | 57.97 | 116,825,096 | 87.69 | 14,708 |
4 | To appoint PricewaterhouseCoopers LLP as auditor of the Company to hold office until the conclusion of the next Annual General Meeting. | 116,834,863 | 100.00 | 3,962 | 0.00 | 116,838,825 | 87.70 | 980 |
5 | To authorise the Audit and Risk Committee to determine the remuneration of the auditor. | 116,828,353 | 100.00 | 3,952 | 0.00 | 116,832,305 | 87.69 | 7,500 |
6 | To re-elect Mr A Page as a Director. | 99,201,387 | 87.62 | 14,014,396 | 12.38 | 113,215,783 | 84.98 | 3,624,021 |
7 | To re-elect Mr AJ Allner as a Director. | 72,009,497 | 72.39 | 27,465,443 | 27.61 | 99,474,940 | 74.66 | 17,364,863 |
8 | To re-elect Miss J Caseberry as a Director. | 102,600,446 | 87.82 | 14,232,603 | 12.18 | 116,833,049 | 87.69 | 6,756 |
9 | To re-elect Mrs C Miles as a Director. | 112,574,670 | 96.36 | 4,258,379 | 3.64 | 116,833,049 | 87.69 | 6,756 |
10 | To re-elect Mr B Spencer as a Director. | 104,137,385 | 89.13 | 12,695,664 | 10.87 | 116,833,049 | 87.69 | 6,756 |
11 | To re-elect Mr K Bradshaw as a Director. | 115,541,026 | 98.89 | 1,292,861 | 1.11 | 116,888,887 | 87.69 | 5,918 |
12 | To elect Mr P Vincent as a Director. | 115,401,057 | 98.77 | 1,431,992 | 1.23 | 116,833,049 | 87.69 | 6,756 |
13 | To renew the general authority of the directors to allot shares. | 116,835,131 | 100.00 | 834 | 0.00 | 116,835,965 | 87.69 | 3,840 |
14 | To disapply statutory pre-emption rights. | 115,936,844 | 99.24 | 892,547 | 0.76 | 116,829,391 | 87.69 | 10,414 |
15 | To disapply statutory pre-emptions rights for specified capital investments. | 115,052,863 | 98.48 | 1,776,157 | 1.52 | 116,829,020 | 87.69 | 10,784 |
16 | To allow the Company to hold general meetings (other than AGMs) on 14 days' notice. | 114,639,161 | 98.12 | 2,192,906 | 1.88 | 116,832,067 | 87.69 | 7,738 |
12 | To authorise the Company to make market purchases of its own shares. | 116,462,814 | 99.74 | 302,994 | 0.26 | 116,765,808 | 87.64 | 73,996 |
The Board would like to thank its shareholders for their engagement in advance of the AGM. While the majority of the meeting resolutions were passed with significant majorities, we acknowledge and respect the views communicated on certain issues.
We are very disappointed that the advisory vote on the Remuneration Report was not carried. As part of our commitment to high corporate governance standards, we have worked hard to take a highly responsible approach to executive pay and have enjoyed strong support from
our shareholders on remuneration matters prior to this vote.
Over the last few days, we have actively engaged with our shareholders and representative bodies, including the proxy advisers regarding the AGM voting, and we recognise and understand that there were a number of concerns predominantly caused by the changes implemented earlier this year to our long-term incentive plan awarded in 2016 and 2017. The decision made by the remuneration committee to remove the EPS performance metric from those awards was taken after engagement with major shareholders and external advisors and was as a direct result of the implementation of our fleet optimisation strategy which, whilst positive for the Company, had an adverse impact on EPS and in turn the part of the awards subject to EPS. Therefore, we felt the awards would not align management to the long-term interests of the Company. Following the AGM result, the remuneration committee will be engaging further with major shareholders regarding the changes to the long-term incentive plan for years 2016 and 2017, as well as the proposals for the performance metrics for future long-term incentive awards, with a view to reaching agreement on all elements of the long term incentive awards.
The remuneration committee remains committed to ensuring support from shareholders on all remuneration matters and will continue with an annual programme of engagement to discuss the Group's approach to remuneration, including the Remuneration Policy, which will be proposed as a resolution at the AGM in 2019.
Further, the Board acknowledges that although resolution 10 was passed, a significant minority voted against the re-election of Andrew Allner and, following shareholder engagement, the primary reason for this is concern over the number of Board positions held by Andrew as well as his tenure. Andrew has remained a non-executive director of the Group, past the normal nine-year tenure, at the request of the Board to facilitate continuity during a period of change, and the Board is grateful for his support and significant contribution during this period. The Nomination Committee is already reviewing Board evolution and succession planning and will consider the voting at the AGM in the context of that evolution. The Nomination Committee will make recommendations to the Board as and when appropriate during the financial year.
Notes from last year:
Proxy Voting results for the AGM held on 18 September 2018
Subsequent to the statement made with the results of the 2018 AGM the Board has considered at length the reasons behind the significant votes against the resolutions to approve the Directors’ Remuneration Report (58%) and the re-election of Andrew Allner as a Director of the Company (28%). In the meantime, there has also been significant engagement with shareholders.
In the run up to, and following the 2018 AGM the Remuneration Committee Chair engaged with leading shareholders and their representative bodies to seek to fully understand their views on:
These discussions are continuing and we are grateful for the time and consideration given by those we have engaged with to date. These views have differed from one another and we have been seeking to find common ground.
Very early on, the Remuneration Committee decided to reverse its decision to amend the changes made to the performance conditions for the 2016 and 2017 long-term incentive awards, reinstating the EPS measure and original targets to those awards. This has been communicated to those current and former Directors affected.
The performance conditions for the 2018 long-term incentive awards and the new Policy are still being developed and we have received valuable suggestions from shareholders and their representative bodies. We expect to have confirmed the 2018 LTIP conditions soon and the Policy will reflect changes as a result of the UK Corporate Governance Code applying to the Company from 1 May 2019.
The Remuneration Committee remains committed to ensuring support from shareholders on all remuneration matters and will continue with an annual programme of engagement to discuss the Group's approach to remuneration.
As announced on 16 October 2018 Andrew Allner retired from the Board on 31 December 2018. On 21 December we announced that John Pattullo would join the Board as a non-executive Director on 1 January 2019.