RYANAIR HOLDINGS PLC - 2023
AGM voting outcome update statement
Ryanair Holdings plc today (08 Mar.)
provided an update in respect of its 2023 AGM held on 14 Sept.
2023. At that AGM, all resolutions were passed by the requisite
majority. As resolutions 3 and 4(g) passed with a majority of less
than 80%, in accordance with the UK Corp. Governance Code,
Ryanair's Board wishes to update shareholders on actions taken and
feedback received.
Prior to resolution 3 (the
Directors' Remuneration Policy ("DRP")) being put to shareholders
at the 2023 AGM, Stan McCarthy (Chairman) and Róisín Brennan (Chair
of Remco) engaged extensively with Ryanair's large shareholders
(representing approx. 60% of the shareholder base) and key proxy
advisors on, amongst other matters, the key features of the DRP
which included details of Ryanair Group CEO's, Michael O'Leary
("MOL"), contract extension which commits MOL to remain employed by
the Group until Jul. 2028 (previously Jul. 2024).
Throughout the above process (and
shareholder consultation subsequent to the 2023 AGM), feedback on
the DRP was broadly positive, with many complimenting its
simplicity and alignment with long-term shareholders' interests.
Some concerns, however, were expressed in relation to the potential
value of the Executive Directors share option grant if stretched
performance targets are achieved and the grant vests (in 2028).
Additionally, clarification was sought in relation to the 28 day
period during which the Company's share price is required to exceed
€21 in order for share options to potentially vest.
The Board recognises that a range of
views exists across the shareholder base in relation to the pay of
Executive Directors. The Board notes that the 73% vote in support
of the DRP, the 100% support for MOL's re-election and 91%
support for the Remuneration Report at the 2023 AGM reflects the
overwhelming support for MOL's contract extension and the ambitious
stretch targets set out in his share option grant, which are
closely aligned with long-term shareholder interests.
The Board is grateful for the
feedback received and the two-way engagement with major
shareholders. Given overall majority support was obtained for the
DRP, it is not proposed to make any further changes to the approach
to remuneration that was set out in the 2023 Annual Report. Remco
will, however, consider the above feedback when designing future
policies.
As Mr. Cawley has confirmed that he
is not seeking re-election at the 2024 AGM (in Sept.), having
reached his nine-year tenure as a Non-Executive Director, no
further engagement was deemed necessary in relation to resolution
4(g). The Board considers Mr. Cawley as independent within the
spirit and meaning of the UK Corp. Governance
code.
For
further info please
contact:
Peter
Larkin
Ryanair Holdings
plc
Tel: +353 (0) 1 945
1212
larkinp@ryanair.com