TIDMFOXT
RNS Number : 4672F
Foxtons Group PLC
17 May 2017
Foxtons Group plc
(the "Company")
17 May 2017
Annual General Meeting ("AGM") Results
The Company announces that at its Annual General Meeting held
earlier today all the resolutions set out in the Notice of Annual
General Meeting were passed by the requisite majority. Each of the
resolutions put to the AGM was voted on by way of a poll. The
results of the poll for each resolution were as follows:
Resolution For For Against Against Votes Total issued.
* indicates (No. of (%) (No. of (%) Withheld share capital
Special Resolution shares) shares) (No. of instructed
shares) (%)
----------------------- ------------- -------- ----------- ------- ---------- --------------
1. To receive
the Annual Report
and Accounts. 208,075,019 100.00 0 0.00 1,229,134 75.63
----------------------- ------------- -------- ----------- ------- ---------- --------------
2. To declare
a final dividend. 209,300,653 100.00 0 0.00 3,500 76.08
----------------------- ------------- -------- ----------- ------- ---------- --------------
3. To approve
the Remuneration
Policy 149,696,924 72.02 58,161,478 27.98 1,435,751 75.56
----------------------- ------------- -------- ----------- ------- ---------- --------------
4. To approve
the Directors'
Remuneration
Report. 187,966,734 95.31 9,242,651 4.69 12,094,768 71.69
----------------------- ------------- -------- ----------- ------- ---------- --------------
5. To elect
Mark Berry as
a Director 206,402,136 98.64 2,842,406 1.36 59,611 76.06
----------------------- ------------- -------- ----------- ------- ---------- --------------
6. To re-elect
Andrew Adcock
as a Director. 146,662,739 70.36 61,773,366 29.64 858,048 75.77
----------------------- ------------- -------- ----------- ------- ---------- --------------
7. To re-elect
Ian Barlow as
a Director. 195,740,487 93.55 13,504,055 6.45 59,611 76.06
----------------------- ------------- -------- ----------- ------- ---------- --------------
8. To re-elect
Michael Brown
as a Director. 205,890,375 98.40 3,354,167 1.60 59,611 76.06
----------------------- ------------- -------- ----------- ------- ---------- --------------
9. To re-elect
Nicholas Budden
as a Director. 206,506,143 98.69 2,738,399 1.31 59,611 76.06
----------------------- ------------- -------- ----------- ------- ---------- --------------
10. To re-elect
Garry Watts
as a Director. 193,177,175 92.53 15,605,476 7.47 521,502 75.89
----------------------- ------------- -------- ----------- ------- ---------- --------------
11. To re-appoint
Deloitte LLP
as auditors
of the Company. 195,995,551 93.70 13,181,907 6.30 126,695 76.04
----------------------- ------------- -------- ----------- ------- ---------- --------------
12. To authorise
the Audit Committee
to determine
the auditors'
remuneration. 196,297,556 93.81 12,943,486 6.19 63,111 76.06
----------------------- ------------- -------- ----------- ------- ---------- --------------
13. To authorise
the Company
to make political
donations. 208,946,233 99.88 243,261 0.12 114,659 76.04
----------------------- ------------- -------- ----------- ------- ---------- --------------
14. To approve
the Foxtons
Group Share
Option Plan. 151,131,770 72.71 56,727,837 27.29 1,434,546 75.56
--------------------- ----------- ------ ------------ ----- --------- -----
15. To authorise
the Directors
to allot ordinary
shares. 207,862,907 100.00 3,200 0.00 1,438,046 75.56
--------------------- ----------- ------ ------------ ----- --------- -----
16. To disapply
pre-emption
rights.* 207,861,907 100.00 6,700 0.00 1,435,546 75.56
--------------------- ----------- ------ ------------ ----- --------- -----
17. To authorise
the Company
to purchase
its own ordinary
shares.* 209,206,454 99.96 93,299 0.04 4,400 76.08
--------------------- ----------- ------ ------------ ----- --------- -----
18. To authorise
the Directors
to hold general
meetings on
not less than
14 clear days'
notice.* 200,075,395 95.59 9,225,063 4.41 3,695 76.08
--------------------- ----------- ------ ------------ ----- --------- -----
*Special Resolution
The Board of Directors notes that all resolutions were passed
with the requisite majority, although there was a significant
minority vote against the remuneration policy, re-election of
Andrew Adcock and Foxtons Group Share Option Plan (SOP).
During 2016, Foxtons' Remuneration Committee undertook a full
review of the Group's Remuneration Policy to ensure it continues to
be appropriate to the Group's strategy and business needs, and
reinforces alignment between the interests of our shareholders and
those of our Executive Directors. In formulating the proposed new
policy, the Remuneration Committee considered a full range of
alternative incentive structures to address concerns with the
existing arrangements. In particular, the Committee sought the
views of shareholders holding in excess of 60% of share capital,
and proposed a new share option plan to replace the current LTIP.
Compared to the LTIP, the option plan is more shareholder-aligned,
longer term and significantly simpler, and we believe it is more
motivational and retentive. The option plan has a time horizon of
5-10 years and a minimum total shareholder return requirement of
10% p.a. Its cost is broadly similar to that of the LTIP it
replaces. The Board is committed to ongoing dialogue with
shareholders on these and other matters.
NOTES:
1. All resolutions were passed.
2. Proxy appointments which gave discretion
to the Chairman of the AGM have been included
in the "For" total for the appropriate
resolution.
3. Votes "For" and "Against" any resolution
are expressed as a percentage of votes
validly cast for that resolution.
4. A "Vote withheld" is not a vote in law
and is not counted in the calculation of
the percentage of shares voted "For" or
"Against" any resolution nor in the calculation
of the proportion of "Total issued share
capital instructed" for any resolution.
5. The number of shares in issue at close
of business on 15 May 2017 was 275,104,391
(the "Share Capital") and at that time,
the Company did not hold any shares in
treasury.
6. The proportion of "Total issued share capital
instructed" for any resolution is the total
of votes validly cast for that resolution
(i.e. the total votes "For" and "Against"
that resolution) expressed as a percentage
of the Share Capital.
7. The full text of the resolutions passed
at the AGM can be found in the Notice of
Annual General Meeting which is available
on the Company's website at www.foxtonsgroup.co.uk.
8. A copy of resolutions 16-18 passed at the
AGM will shortly be submitted to the National
Storage Mechanism and will be available
for inspection at www.morningstar.co.uk/uk/NSM.
9. The complete poll results will be available
shortly on the Company's website at www.foxtonsgroup.co.uk
For further information
please contact:
Foxtons Investor Relations
Jenny Matthews Tel: 020 7893 6484
This information is provided by RNS
The company news service from the London Stock Exchange
END
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