Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
March 08 2024 - 11:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the
month of March 2024
RYANAIR HOLDINGS PLC
(Translation
of registrant's name into English)
c/o Ryanair Ltd Corporate Head Office
Dublin Airport
County Dublin Ireland
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.
Form
20-F..X.. Form 40-F
Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities
Exchange
Act of
1934.
Yes
No ..X..
If
"Yes" is marked, indicate below the file number assigned to the
registrant
in
connection with Rule 12g3-2(b): 82- ________
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
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
Date: 08
March, 2024
|
By:___/s/
Juliusz Komorek____
|
|
|
|
Juliusz
Komorek
|
|
Company
Secretary
|
Ryanair (PK) (USOTC:RYAOF)
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