AGM season 2023—Week 5 in review

FTSE 350 AGM developments from 11 May 2023 to 18 May 2023.*

The Market Tracker ‘AGM season 2023—Week in review’ series looks at key developments across the AGMs held each week. In this fifth update, the Market Tracker team reviews results from the 32 companies that held an AGM this week, in addition to Endeavour Mining plc, Hiscox plc, OSB Group plc and W.A.G Payment Solutions plc, whose results missed the 4pm cut-off on 4 May 2023.

Meeting format tracker**

Key developments

Coca-Cola HBC AC plc (Coca-Cola)

• 25% of shareholders voted against the re-election of Charlotte J. Boyle (member of the Board of Directors and Remuneration Committee), 31% against the advisory vote on the UK remuneration report and 31% against the Swiss remuneration report. The remuneration report states that Chief Executive Officer, Zoran Bogdanovic’s, base salary was increased by 3% in 2022, following a freeze in 2021. Executive remuneration at Coca-Cola has been a hot topic for some time, with 32% voting against the resolution in 2022 and 27% in 2021

Energean plc

• 22% of shareholders voted against the remuneration report at energy company, Energean plc. The company stated in its remuneration report that ‘no salary increases will be awarded to either executive director for 2023. The Committee believes that this is the right decision given the macroeconomic climate and reflects the Committee’s responsible approach to pay’

OSB Group plc

• financial services firm, OSB Group plc, narrowly avoided a significant no vote on the remuneration report. 19.8% of shareholders voted against the report, which outlines a 5% salary increase for the CEO and CFO as of April 2023. This is despite both receiving a sizeable rise in remuneration in 2022. OSB Group plc did report a solid year of growth in 2022, with the company’s underlying profit before tax increasing by 13% to £591m from £522m in 2021. OSB Group plc acknowledged the dissent in the AGM results, noting ‘we take it seriously when the level of support falls below our high expectations and, accordingly, have engaged institutional shareholders that voted against this resolution to understand and address their concerns’

Next plc

• 20% of shareholders voted against the re-election of Chairman of the Board, Michael Roney. The annual report states that Roney became Chairman in 2017 and ‘brings significant international leadership experience’ to the retail and wholesale trade company. Roney is also the Chairman of fellow FTSE 350 company, Grafton Group plc

W.A.G Payment Solutions plc (W.A.G)

• 22% of shareholders voted against approval of the Rule 9 Waiver at the payment and mobility platform’s AGM. The resolution sought approval to waive any obligation that would arise pursuant to Rule 9 of the City Code on Takeovers and Mergers on Martin Vohanka, founder of W.A.G. The company stated in its Notice of AGM that ‘Martin Vohanka would ordinarily be required to make an offer for all of the Ordinary Shares in the Company that he does not currently own… the approval of the Waiver Resolution by Independent Shareholders at the AGM would remove this requirement should it arise due to a buyback of Ordinary Shares’

Quilter plc

• financial services company, Quilter plc saw 25% of vote against the resolution to authorise political donations or expenditure by the company and its subsidiaries. In its annual report, the company stated it was a ‘politically neutral organisation and does not engage in party political campaigning or make party political donations.’ However, Quilter plc did disclose it seeks to ‘influence government policy which could impact our customers, with particular focus on consumer rights and protection’ through its membership in ‘several industry trade bodies’

St. James’s Place plc (SJP)

• 22% of shareholders voted against the remuneration report at financial services company, SJP. The remuneration report outlined significant ‘windfall gain’ from share-awards granted during the COVID-19 pandemic, due to the ‘general stock market fall’ the SJP share price was £7.13 in March 2020 compared to £10.26 in March 2019. This resulted in executives ‘being granted 44% more shares at the 2020 grant than they had received at the prior year’s grant’

Vistry Group plc (Vistry)

• a mammoth 47% of investors voted against the remuneration report at construction company, Vistry’s AGM. The dissent comes after Vistry appointed two new non-executive directors to the Board. Rumours swirled in the media that the resignations were in relation to a disagreement over remuneration.  However, the bonus plan was never included in the annual report, as it was scrapped by the Board prior to publication. Despite this, the remuneration report outlines a maximum growth in 2023 (with 50% share price) of £4m  

Significant no votes

Significant no votes will be tracked in the table below as the season progresses.

Failed resolutions

Failed resolutions will be tracked in the table below as the season progresses.

* statement of scope: AGM results must be released by 4pm on the day of publishing to be included. AGM results released after this time will be included in the following review

** the data tracked in this series will be updated weekly on an aggregate basis