TIDMOCDO
RNS Number : 1856M
Ocado Group PLC
06 May 2020
RESULT OF AGM
OCADO GROUP PLC
6 May 2020
Ocado Group plc
Annual General Meeting 2020 Results
The Annual General Meeting of Ocado Group plc (the "Company")
was held at Buildings One & Two Trident Place, Mosquito Way,
Hatfield, Hertfordshire AL10 9UL on Wednesday, 6 May 2020 at
10.00am.
All resolutions were decided on a poll and all resolutions
proposed at the Annual General Meeting were passed by shareholders.
The full text of each resolution is contained in the notice of
Annual General Meeting, which is available on the Company's website
www.ocadogroup.com (with each resolution number below corresponding
to the resolution number in the notice).
The number of votes for and against each of the resolutions put
before the Annual General Meeting and the number of votes withheld
were as follows:
Resolutions For Against Total Votes Votes Withheld
Votes % Votes %
------------ ------- ------------ -------
Ordinary Resolutions
To receive the
Annual Report
1. and Accounts 599,946,991 99.75% 1,504,598 0.25% 601,451,589 4,015,204
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To approve the
Directors' Remuneration
2. Report 407,632,068 70.24% 172,726,518 29.76% 580,358,586 25,108,206
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Lord Rose as
a Director of
3. the Company 579,584,775 95.85% 25,088,475 4.15% 604,673,250 793,543
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Tim Steiner as
a Director of
4. the Company 600,519,713 99.19% 4,930,868 0.81% 605,450,581 16,213
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Duncan Tatton-Brown
as a Director
5. of the Company 597,163,638 98.63% 8,279,275 1.37% 605,442,913 23,881
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Neill Abrams
as a Director
6. of the Company 596,771,790 98.80% 7,275,528 1.20% 604,047,318 1,419,476
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Mark Richardson
as a Director
7. of the Company 600,225,565 99.14% 5,217,408 0.86% 605,442,973 23,821
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Luke Jensen as
a Director of
8. the Company 600,022,056 99.10% 5,419,471 0.90% 605,441,527 25,267
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Jörn Rausing
as a Director
9. of the Company 570,278,061 94.19% 35,165,865 5.81% 605,443,926 22,867
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Andrew Harrison
as a Director
10. of the Company 486,476,791 80.35% 118,964,696 19.65% 605,441,487 25,305
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Emma Lloyd as
a Director of
11. the Company 601,974,410 99.43% 3,467,140 0.57% 605,441,550 25,244
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Julie Southern
as a Director
12. of the Company 575,595,265 95.07% 29,847,739 4.93% 605,443,004 23,790
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To appoint John
Martin as a Director
13. of the Company 604,109,347 99.78% 1,330,189 0.22% 605,439,536 25,458
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To appoint Claudia
Arney as a Director
14. of the Company 580,961,546 95.96% 24,480,204 4.04% 605,441,750 25,044
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To re-appoint
Deloitte LLP
as auditors of
15. the Company 601,847,234 99.63% 2,217,288 0.37% 604,064,522 1,402,271
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To authorise
the Directors
to determine
the auditors'
16. Remuneration 603,551,044 99.69% 1,900,926 0.31% 605,451,970 14,823
------------------------- ------------ ------- ------------ ------- ------------ ---------------
Authority for
political donations
and political
17. expenditure 597,348,391 98.66% 8,104,001 1.34% 605,452,392 14,402
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To approve the
amendment to
the Ocado 2019
Executive Share
18. Option Scheme 599,781,833 99.03% 5,863,273 0.97% 605,645,106 34,381
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To approve the
Ocado Employee
Share Purchase
19. Plan 605,269,126 99.97% 182,039 0.03% 605,451,165 15,628
------------------------- ------------ ------- ------------ ------- ------------ ---------------
To approve the
Ocado Restricted
20. Share Plan 588,683,007 97.23% 16,761,407 2.77% 605,444,414 22,379
------------------------- ------------ ------- ------------ ------- ------------ ---------------
Authority to
allot shares
up to one-third
of issued share
21. capital 603,004,345 99.60% 2,443,145 0.40% 605,447,490 19,303
------------------------- ------------ ------- ------------ ------- ------------ ---------------
Authority to
allot shares
in connection
with a rights
22. issue only 532,105,455 87.81% 73,876,313 12.19% 605,981,768 20,758
------------------------- ------------ ------- ------------ ------- ------------ ---------------
Special Resolutions
General authority
to disapply pre-emption
23. rights 605,382,935 99.99% 63,868 0.01% 605,446,803 19,991
------------------------- ------------ ------- ------------ ------- ------------ ---------------
Additional authority
to disapply pre-emption
24. rights 603,933,438 99.75% 1,513,390 0.25% 605,446,828 19,965
------------------------- ------------ ------- ------------ ------- ------------ ---------------
Authority to
purchase own
25. shares 602,943,320 99.59% 2,486,638 0.41% 605,429,958 36,834
------------------------- ------------ ------- ------------ ------- ------------ ---------------
Amendment to
26. the Articles 522,652,653 86.33% 82,793,136 13.67% 605,445,789 21,003
------------------------- ------------ ------- ------------ ------- ------------ ---------------
Notice of general
27. meetings 590,974,848 97.61% 14,483,536 2.39% 605,458,384 8,410
------------------------- ------------ ------- ------------ ------- ------------ ---------------
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.
Resolution 2 (To approve the Directors' Remuneration Report)
received 70.24% of votes in favour.
The following statement is from Andrew Harrison, Chair of the
Remuneration Committee, and explains the Company's understanding of
the reasons behind the vote on Resolution 2 and the action it
intends to take as a result:
"I would like to thank shareholders for their continued support
in this unprecedented time. I am pleased that all resolutions have
been passed, however I would like to comment on Resolution 2 which
received less than 80% of votes in favour.
In November 2019, I wrote to the Company's largest shareholders
setting out the implementation of the Directors' Remuneration
Policy for FY19 and FY20. In that letter and the subsequent
consultations I discussed the approach to salary progression for
the Executive Directors and the outcome of the 2014 Growth
Incentive Plan ("GIP"). I understand from discussions with
shareholders that these are the main two reasons why some
shareholders voted against this Resolution.
In terms of the salary progression the Committee awarded salary
increases which were above the average employee increase effective
April 2019 in order to reflect the rapid growth rate and resulting
increase in scale and complexity of the Executive Directors' roles.
At the time this decision was made, the Company's share price had
risen 440% over the previous two years as a result of a change in
strategy that led to a series of successful deals with
international partners. The Board notes that following the
increases, the Executive Directors' salaries are positioned broadly
around the lower quartile of the FTSE 100.
The GIP was a one-off five-year incentive plan which was granted
in 2014 and vested in May 2019 based on relative share price
performance against the FTSE 100. The incentive payment to the
participants was accordingly also prescribed in a capped number of
Ocado shares or shares-worth. In order for full vesting to be
achieved, Ocado's share price growth had to exceed the growth of
the FTSE 100 by 20% p.a. over the 5-year performance period. Over
this period, Ocado's share price actually grew 31.02% p.a. compared
to the FTSE 100 price index's performance of 1.79% p.a. and the GIP
therefore paid out in full. The Committee recognises the continued
scrutiny on executive pay, and was satisfied that the pay-out was
commensurate with the strong Company performance and returns to
shareholders over the period. Many Ocado colleagues were also able
to share in this success through employee share schemes, such as
the hugely successful Sharesave scheme that matured in November
2019, in which 15% of the workforce participated. Overall, the
scheme paid out a total of over GBP34,000,000 to participant
employees, of whom 163 participated at the maximum level and earned
over GBP100,000 each.
The GIP was a one-off plan and there are no future awards to
vest. The GIP has been replaced by the Value Creation Plan approved
by shareholders at the 2019 AGM. The Committee feels that the value
of awards vesting under the GIP, which was earned over a five year
p eriod, reflects the outstanding returns received by shareholders
over this period and believes that these returns have arisen
because of the extraordinary underlying growth and performance of
the business; therefore, the Committee does not believe that there
is a basis on which to seek to change the outcome. In addition, the
Committee continues to believe that the salary rises to the
Executive Directors were fair and reflected the substantial change
in the complexity of their roles given the scale of the solutions
business and its international nature both of which have materially
changed the roles of all the Executive Directors.
I intend to continue regular correspondence with all
shareholders, and will continue to take appropriate steps to
continue to ensure that executive remuneration at Ocado is aligned
to the shareholder and employee experience."
Andrew Harrison was re-elected and received the support of more
than 80% of the votes cast (Resolution 10). It is the Company's
understanding that the reason for those votes that were against his
re-election is linked to the voting outcome of Resolution 2 and is
as a result of him holding the position of Chair of the
Remuneration Committee.
Notes:
(i) Votes 'withheld' are not votes under English law and so have
not been included in the calculation of whether a resolution is
carried. Percentages have been rounded to two decimal places.
(ii) As at 7.00am on 6 May 2020, the Company's issued share
capital was 713,902,080 ordinary shares of 2p each admitted to
trading. The Company does not hold any ordinary shares in treasury.
Each ordinary share carries the right to one vote in relation to
all circumstances at general meetings of the Company. Of these
issued ordinary shares: (1) 1,780,997 shares are held by Yorkshire
Building Society, the trustee for the Company's employee Share
Incentive Plan, who must vote, at the request of a participant, in
respect of ordinary shares held by the trustee on behalf of that
participant; (2) 800,675 shares are held by Wealth Nominees
Limited, and 9,941,158 shares are held by Numis Nominees (Client)
Ltd, both on behalf of Estera Trust (Jersey) Limited, the
independent company which is the trustee of Ocado's Employee
Benefit Trust (the "EBT Trustee"). The EBT Trustee has waived its
right to exercise its voting rights and to receive dividends in
respect of 9,941,158 ordinary shares, although it may vote in
respect of 800,675 ordinary shares which have vested under the
joint share ownership scheme and remain in the trust, at the
request of a participant. The total of 10,741,833 ordinary shares
held by the EBT Trustee are treated as treasury shares in the
group's consolidated balance sheet in accordance with IAS 32
"Financial Instruments: Presentation". As such, calculations of
earnings per share for Ocado exclude the 10,741,833 ordinary shares
held by the EBT Trustee.
This announcement is made pursuant to the requirements of
Listing Rules 9.6.2 and 9.6.18. In accordance with Listing Rule
9.6.2, a copy of resolutions 17 to 27 (as set out in the notice of
Annual General Meeting), being the resolutions passed at the Annual
General Meeting not concerning ordinary business, has been
submitted today to the Financial Conduct Authority's national
storage mechanism. This document will be available for viewing at
http://www.morningstar.co.uk/uk/NSM .
A copy of the Annual General Meeting results will be available
on Ocado's website: www.ocadogroup.com .
Person responsible for arranging the release of this
announcement:
Neill Abrams
Group General Counsel and Company Secretary
Ocado Group plc
Buildings One & Two, Trident Place,
Mosquito Way,
Hatfield
Hertfordshire, AL10 9UL
+ 44 1707 228 000
company.secretary@ocado.com
Ocado Group plc LEI: 213800LO 8F61YB8MBC74
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END
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