TIDMSAGA
RNS Number : 8420B
SAGA PLC
14 June 2021
14 June 2021
SAGA PLC - ANNUAL GENERAL MEETING 2021
Results of Annual General Meeting (AGM) held on 14 June 2021
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 11 May 2021 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 1-13 were passed as ordinary resolutions; Resolutions
14-18 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 Auditor
Reports for year
ended
1. 31 January 2021 79,521,321 99.98% 18,844 0.02% 59,837 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to approve the
Directors'
Remuneration
2. Report 61,831,919 77.72% 17,725,106 22.28% 42,977 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to elect Roger De
Haan as
3. a director 77,808,309 99.83% 133,823 0.17% 1,657,870 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to re-elect Euan
Sutherland
4. as a director 79,503,347 99.92% 67,383 0.08% 29,272 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to re-elect James
Quin as
5. a director 79,498,246 99.91% 70,944 0.09% 30,812 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to re-elect Orna
NiChionna
6. as a director 75,085,538 94.38% 4,471,242 5.62% 43,222 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to re-elect Eva
Eisenschimmel
7. as a director 73,402,702 92.25% 6,164,877 7.75% 32,423 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to re-elect Julie
Hopes as
8. a director 75,111,416 94.40% 4,456,195 5.60% 32,391 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to re-elect
Gareth Hoskin
9. as a director 79,471,951 99.88% 95,815 0.12% 32,236 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to re-appoint
KPMG LLP as
10. auditor 79,547,830 99.95% 40,211 0.05% 11,961 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to authorise the
Audit Committee
to agree the
remuneration
11. of the auditor 79,538,801 99.94% 50,441 0.06% 10,760 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to authorise the
Directors
to make political
donations
and expenditure
up to a specified
12. amount 79,317,602 99.67% 264,476 0.33% 17,924 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to authorise the
Directors
to allot shares
up to a specified
13. amount 78,834,365 99.07% 736,129 0.93% 29,508 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to authorise the
Directors
to allot shares
and sell
treasury shares
for cash
without making a
pre-emptive
offer to
14. shareholders 79,452,569 99.85% 117,023 0.15% 30,410 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
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
15. investment) 79,253,689 99.61% 310,568 0.39% 35,745 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to authorise the
Company
to purchase its
16. own shares 79,026,329 99.32% 544,848 0.68% 28,825 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to authorise the
Company
to hold general
meetings
on not less than
14 days'
17. notice 79,118,304 99.40% 474,146 0.60% 7,552 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
to adopt new
articles of
18. association 79,547,524 99.96% 28,863 0.04% 23,615 79,600,002
------------------ ----------- ----------- -------------- -------------- --------------- -----------------
1) A vote withheld is not a vote in law and is not counted
towards votes cast "For" or "Against" a resolution.
2) Resolutions 14-18 inclusive have been proposed as special
resolutions and required a 75% majority.
3) The total voting rights of the Company as at 10 June 2021,
the day on which shareholders had to be on the register in order to
be eligible to vote, was 140,102,227.
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
data.fca.org.uk/#/nsm/nationalstoragemechanism
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, Eva Eisenschimmel 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 22.28% of shareholders voted
against the Report.
We discussed our approach to remuneration with shareholders in
June 2020 at the height of the COVID-19 pandemic and recently
approached major shareholders (in May 2021) to explain (and provide
context to) the remuneration decisions explained in our Annual
Report and Accounts for the year ended 31 January 2021.
We will now consult with those shareholders who voted against
the Annual Report on Remuneration to establish 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 2021/22.
Enquiries
Saga plc Tel: 01303 771199
Vicki Haynes,
Company Secretary
Enbrook Park
Sandgate
Folkestone
Kent
CT20 3SE
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END
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