Last checked at 13 Nov 2020 13:26
GALLIFORD TRY HOLDINGS PLC
Result of 2020 Annual General Meeting
Galliford Try Holdings plc is pleased to announce that all resolutions were passed on a poll vote conducted at the Annual General Meeting held today. The results of the poll vote are detailed below.
As at the time of the meeting, the Company had 111,053,489 ordinary shares of 50 pence each in issue. As a vote withheld is not a vote in law, the proportion of total votes cast for and against each resolution excludes votes withheld.
Resolution | Votes validly cast | % of ISC | Votes for | % | Votes against | % | Withheld |
1. Receiving the report and financial statements | 56,526,662 | 50.90 | 56,483,972 | 99.92 | 42,690 | 0.08 | 16,689 |
2. Approval of the directors' report on remuneration | 56,485,273 | 50.86 | 36,394,526 | 64.43 | 20,090,747 | 35.57 | 58,078 |
3. Approval of the directors' remuneration policy | 55,733,564 | 50.19 | 55,542,396 | 99.66 | 191,168 | 0.34 | 809,787 |
4. Re-election of Bill Hocking | 56,521,483 | 50.90 | 56,479,764 | 99.93 | 41,719 | 0.07 | 21,869 |
5. Re-election of Andrew Duxbury | 56,523,454 | 50.90 | 56,359,500 | 99.71 | 163,954 | 0.29 | 19,898 |
6. Re-election of Terry Miller | 56,527,900 | 50.90 | 55,122,050 | 97.51 | 1,405,850 | 2.49 | 15,452 |
7. Re-election of Gavin Slark | 56,520,939 | 50.90 | 55,129,283 | 97.54 | 1,391,656 | 2.46 | 22,412 |
8. Re-election of Marisa Cassoni | 56,523,626 | 50.90 | 55,151,473 | 97.57 | 1,372,153 | 2.43 | 19,726 |
9. Re-election of Peter Ventress | 56,518,066 | 50.89 | 54,682,588 | 96.75 | 1,835,478 | 3.25 | 25,285 |
10. Re-appointment of auditor | 56,526,292 | 50.90 | 56,474,096 | 99.91 | 52,196 | 0.09 | 17,060 |
11. Authority to set remuneration of the auditor | 56,533,141 | 50.91 | 56,492,532 | 99.93 | 40,609 | 0.07 | 10,211 |
12. Authority to allot shares | 56,522,086 | 50.90 | 55,865,646 | 98.84 | 656,440 | 1.16 | 21,266 |
13. Authority for political expenditure | 56,507,336 | 50.88 | 56,089,649 | 99.26 | 417,687 | 0.74 | 36,015 |
14. Approval of the Savings-Related Share Option Plan | 56,516,825 | 50.89 | 56,452,921 | 99.89 | 63,904 | 0.11 | 26,527 |
15. Authority to disapply statutory pre-emption rights for general purposes | 56,517,447 | 50.89 | 56,374,787 | 99.75 | 142,660 | 0.25 | 25,905 |
16. Authority to disapply statutory pre-emption rights for an acquisition or a specified capital investment | 56,519,147 | 50.89 | 56,364,903 | 99.73 | 154,244 | 0.27 | 24,204 |
17. Authority for Company to purchase its own shares | 56,530,310 | 50.90 | 56,449,817 | 99.86 | 80,493 | 0.14 | 13,041 |
18. Notice period for general meetings | 56,536,680 | 50.91 | 55,982,915 | 99.02 | 553,765 | 0.98 | 6,672 |
Resolution 2 - Directors' Remuneration Report
The Board notes that while Resolution 2 to approve the Directors' Remuneration Report was passed, 35.57% of shareholders opposed this resolution. The Board and the Company remain committed to continued engagement with shareholders and proxy advisors to address concerns pertaining to directors' remuneration, and discretion applied to executive bonus awards.
Following recent engagement on the Company's executive remuneration arrangements with major shareholders and proxy advisors prior to today's AGM, the Board understands that shareholders' primary concern was the Finance Director's 2019/20 annual bonus where 50% was based on the disposal of the Group's housebuilding divisions which completed in January 2020.
The Remuneration Committee's decision to base half of the Finance Director's 2019/2020 annual bonus on the successful completion of the corporate transaction reflected that this project represented a significant proportion of the Finance Director's duties and responsibilities in the 2019/20 financial year. This approach was also within the scope of the Remuneration Policy in force at that time. In making the award in respect of the disposal, the Committee also had full regard to the Finance Director's wider contribution and the underlying performance of the Group.
The Board will continue to engage with shareholders to ensure their views are fully understood and considered and can be taken into account by the Committee in the future. In line with the provisions of the UK Corporate Governance Code, the Board will provide an update on the views received and actions taken in response no later than in six months' time.
In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting will be submitted to the FCA's National Storage Mechanism and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Kevin Corbett General Counsel & Company Secretary, Galliford Try Holdings plc 01895 855001
Note to Editors
Galliford Try is a trading name of Galliford Try Holdings plc, a leading UK construction group listed on the London Stock Exchange. Operating as Galliford Try and Morrison Construction, the group carries out building and infrastructure projects with clients in the public, private and regulated sectors across the UK.