TIDMSAGA
RNS Number : 8062C
SAGA PLC
19 June 2019
19 June 2019
SAGA PLC - ANNUAL GENERAL MEETING 2019
Results of Annual General Meeting (AGM) held on 19 June 2019
Saga plc (the "Company") announces that, at its AGM held earlier
today at Enbrook Park, Sandgate, Folkestone, Kent CT20 3SE, the
resolutions set out in the Notice of AGM dated 3 May 2019 were
passed following a poll on each resolution. In accordance with the
Company's Articles of Association, on a poll every member present
in person or by proxy has one vote for every share held.
Resolutions 1-18 were passed as ordinary resolutions, Resolutions
19-22 were passed as special resolutions. The following table shows
the votes cast on each resolution.
RESOLUTION VOTES FOR % OF VOTES VOTES AGAINST % OF VOTES VOTES WITHHELD VOTES CAST
CAST FOR CAST AGAINST IN TOTAL
(INCLUDING
VOTES WITHHELD)
to receive the
annual report
and accounts and
director
and audit
reports for year
ended 31 January
1. 2019 712,477,919 99.63 2,635,995 0.37 1,056,995 715,113,914
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to approve the
Directors'
Remuneration
2. Report 514,005,769 71.83 201,619,064 28.17 546,076 715,624,833
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to declare a
final dividend
for the year
ended 31 January
2019 of 1p per
3. ordinary share 628,848,252 99.73 1,708,051 0.27 85,614,607 630,556,303
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to re-elect
Patrick
O'Sullivan
4. as a director 709,143,414 99.10 6,424,486 0.90 603,009 715,567,900
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to re-elect
Lance Batchelor
5. as a director 713,305,269 99.66 2,437,808 0.34 427,833 715,743,077
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to re-elect Orna
NiChionna
6. as a director 712,748,966 99.59 2,934,527 0.41 487,417 715,683,493
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to re-elect Ray
King as a
7. director 712,067,703 99.50 3,608,491 0.50 494,716 715,676,194
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to re-elect
Gareth Williams
8. as a director 697,834,247 97.69 16,535,673 2.31 1,800,990 714,369,920
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to elect Eva
Eisenschimmel
9. as a director 714,635,873 99.84 1,109,679 0.16 425,358 715,745,552
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to elect Julie
Hopes as a
10. director 713,587,066 99.70 2,161,544 0.30 422,300 715,748,610
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to elect Gareth
Hoskin as
11. a director 713,961,390 99.75 1,778,493 0.25 431,027 715,739,883
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to elect James
Quin as a
12. director 713,052,461 99.63 2,681,588 0.37 436,861 715,734,049
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to re-appoint
KPMG LLP as
13. auditors 714,720,830 99.85 1,067,864 0.15 382,216 715,788,694
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to authorise the
Audit Committee
to agree the
remuneration
14. of the auditors 714,888,820 99.88 880,340 0.12 401,750 715,769,160
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to authorise the
Directors
to make
political
donations
and expenditure
up to a
specified
15. amount 646,172,608 90.27 69,677,357 9.73 320,944 715,849,965
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to authorise the
Directors
to allot shares
up to a
specified
16. amount 707,889,328 98.89 7,922,158 1.11 358,857 715,811,486
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to amend the
rules of the
Saga plc Long
Term Incentive
17. Plan. 702,399,702 98.22 12,708,660 1.78 1,062,547 715,108,362
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to amend the
rules of the
Saga plc
Deferred Bonus
18. Plan. 705,803,114 98.69 9,343,145 1.31 1,024,650 715,146,259
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to authorise the
Directors
to allot shares
and sell
treasury shares
for cash
without making a
pre-emptive
offer to
19. shareholders 708,233,467 98.95 7,511,404 1.05 426,039 715,744,871
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to authorise the
Directors
to allot shares
and sell
treasury shares
for cash
without making a
pre-emptive
offer to
shareholders (in
connection with
capital
20. investment) 690,517,785 96.47 25,243,555 3.53 406,804 715,761,340
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to authorise the
Company
to purchase its
21. own shares 713,068,250 99.64 2,588,542 0.36 514,117 715,656,792
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
to authorise the
Company
to hold general
meetings
on not less than
14 days'
22. notice 700,472,814 97.84 15,466,633 2.16 231,463 715,939,447
----------------- ------------ ----------- -------------- -------------- --------------- -----------------
1) A vote withheld is not a vote in law and is not counted
towards votes cast "For" or "Against" a resolution.
2) Resolutions 19-22 inclusive have been proposed as special
resolutions and required a 75% majority.
3) The total voting rights of the Company as at 17 June 2019,
the day on which shareholders had to be on the register in order to
be eligible to vote, was 1,122,003,328.
4) The results will be made available on the Company's website: www.corporate.saga.co.uk
5) In accordance with LR.9.6.2 a document setting out the
resolutions passed at the AGM concerning special business has been
submitted to the National Storage Mechanism and will shortly be
available for inspection at www.morningstar.co.uk/uk/NSM
6) Payment of final dividend will be made on 28 June 2019 to shareholders who were on the
shareholder register on 17 May 2019.
The Board recognises that, while Resolution 2 to approve the
Directors' Remuneration Report was passed, a proportion of
shareholders opposed the resolution. Where 20 per cent or more of
the votes have been cast against a board recommendation for a
resolution the UK Corporate Governance Code 2018 states that a
company should explain, when announcing voting results, what
actions it intends to take to consult shareholders in order to
understand the reasons behind the result.
Chair of the Remuneration Committee, Gareth Williams said in
relation to the voting results of the Resolution 2:
"I am pleased that a significant majority of shareholders have
voted in favour of the Annual Report on Remuneration. However, the
Committee has noted that approximately 28% of shareholders voted
against the Report.
We started consulting with shareholders on 1 May 2019 on changes
to the future performance conditions for our Long-Term Incentive
Plan to align with our new Strategy. I issued an update on this
consultation through an RNS Announcement issued on 12 June 2019 in
which I stated our intention to continue the consultation process
to enable this dialogue between the Committee and shareholders to
continue. This extension to the process will allow us to receive
replies from some shareholders who had not responded prior to 12
June and to continue discussions with others on the performance
conditions.
We will now extend this consultation to ask those shareholders
who voted against the Annual Report on Remuneration the reasons for
their vote. In line with the UK Corporate Governance Code we will
issue an announcement on the feedback received from those
shareholders and the action the Committee intends to take within
six months of the date of this Annual General Meeting; with a full
explanation set out in the Remuneration Report for 2019/20."
Enquiries
Saga plc
Tel: 01303 771199
Vicki Haynes,
Company Secretary
Enbrook Park
Sandgate
Folkestone
Kent
CT20 3SE
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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