TIDMOCDO
RNS Number : 3884N
Ocado Group PLC
15 May 2015
RESULT OF AGM
OCADO GROUP PLC
15 May 2015
Ocado Group plc
Annual General Meeting 2015 Results
The Annual General Meeting of Ocado Group plc (the "Company")
was held at Peterborough Court, 133 Fleet Street, London, EC4A 2BB
on Friday, 15 May 2015 at 11.00am.
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 and
1 Accounts 474,905,159 99.99% 29,207 0.01% 476,384,487 1,450,121
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To approve
the Directors'
Remuneration
2 Report 377,215,710 80.61% 90,709,506 19.39% 476,384,487 8,459,271
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
3 Lord Rose 473,345,445 99.36% 3,039,042 0.64% 476,384,487 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
4 David Grigson 474,115,486 99.78% 1,030,883 0.22% 476,384,487 1,238,118
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
5 Tim Steiner 474,808,237 99.67% 1,576,250 0.33% 476,384,487 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
6 Duncan Tatton-Brown 474,889,637 99.69% 1,494,850 0.31% 476,384,487 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
7 Neill Abrams 474,400,008 99.58% 1,984,479 0.42% 476,384,487 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
8 Mark Richardson 474,889,637 99.69% 1,494,850 0.31% 476,384,487 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
Jörn
9 Rausing 436,713,617 91.74% 39,320,870 8.26% 476,384,487 350,000
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
10 Robert Gorrie 437,114,728 91.82% 38,919,759 8.18% 476,384,487 350,000
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
11 Ruth Anderson 474,648,469 99.64% 1,736,018 0.36% 476,384,487 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
12 Douglas McCallum 472,739,021 99.27% 3,489,634 0.73% 476,384,487 155,832
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
13 Alex Mahon 475,848,210 99.89% 536,277 0.11% 476,384,487 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To re-appoint
PricewaterhouseCoopers
14 LLP as auditors 474,304,664 99.56% 2,079,822 0.44% 476,384,486 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
To authorise
the Directors
to determine
the auditors'
15 remuneration 476,301,822 99.98% 81,400 0.02% 476,384,487 1,265
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
Authority
for political
donations
and political
16 expenditure 461,416,415 99.72% 1,294,636 0.28% 476,384,487 13,673,436
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
Authority
17 to allot shares 374,539,100 78.62% 101,845,387 21.38% 476,384,487 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
Special Resolutions
------------------------------------------------------------------------------------------------------
Authority
to disapply
pre-emption
18 rights 462,874,741 97.16% 13,509,746 2.84% 476,384,487 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
Authority
to purchase
19 own shares 476,294,787 99.98% 85,700 0.02% 476,384,487 4,000
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
Notice of
20 general meetings 452,636,987 95.02% 23,747,500 4.98% 476,384,487 0
--- ------------------------ ------------ ------- ------------ ------- ------------ -----------
The Company notes that, although all of the Resolutions have
been passed, there was a significant vote against Resolution 17.
The Company has already taken a number of actions to understand any
shareholder concerns regarding its governance arrangements. The
Company invited its twelve largest shareholders to meet with the
Chairman in the period between the Notice of Meeting and the Annual
General Meeting. The Chairman met with five such accepting
shareholders prior to the Annual General Meeting (while the Company
Secretary met separately with one of these shareholders). In
discussing proxy voting intentions with its largest shareholders in
advance of the meeting, the Company was advised of a shareholders'
voting policy which differs to that of the Company, other
shareholders and the guidance issued by the Investment Association
(formally issued by the Association of British Insurers) with
regards to authority to allot which meant that they had opposed
Resolution 17. The Company expects to keep its policy on this
Resolution under review and will seek to ascertain the views of
certain other shareholders opposed to the Resolution, as
appropriate.
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 15 May 2015, the Company's issued share
capital was 623,116,138 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) 515,951 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) 452,284 shares are held by Greenwood Nominees
Limited, who has waived its right to exercise voting rights and to
receive dividends in respect of these 452,284 ordinary shares; and
(3) 34,810,561 shares are held by Greenwood Nominees Limited on
behalf of Appleby 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 these
34,810,561 ordinary shares, although it may vote in respect of
33,881,544 ordinary shares which have vested under the joint share
ownership scheme and remain in the trust as at 15 May 2015, at the
request of a participant. Excluding the 35,262,845 ordinary shares
held by Greenwood Nominees Limited, Ocado has shares in issue with
aggregate voting rights of 587,853,293.
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 16 to 20 (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.
For further information please contact:
Company Secretary
Neill Abrams
Ocado Group plc
Titan Court
3 Bishops Square
Hatfield Business Park
Hatfield, Hertfordshire, AL10 9NE
+ 44 1707 228 000
company.secretary@ocado.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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