TIDMDEB
RNS Number : 8022M
Debenhams plc
10 January 2019
This announcement contains Inside Information
Debenhams plc
Results of Annual General Meeting - Sir Ian Cheshire to stand
down as Chairman
Debenhams plc held its annual general meeting for shareholders
at 2.00pm today, 10 January 2019.
Following today's AGM, at a board meeting, Sir Ian Cheshire
informed the Company of his decision to step down from the board
and this will take place with immediate effect.
Sir Ian joined the board in January 2016 and was appointed
Chairman in April 2016. Given the decision of two major
shareholders who voted against his re-election to the board, Sir
Ian has concluded it is no longer possible for him to remain
Chairman of Debenhams plc.
Additionally, following today's shareholder vote, Sergio Bucher
was not re-elected to the board of Debenhams plc principally as a
result of the votes of the same two major shareholders. Of the
votes cast on resolution 5, Sergio received 44.15% votes in favour
of his re-election. Excluding those two shareholders, the vote for
Sergio to continue on the Board was approximately 99.6% in
favour.
The board is mindful of its responsibilities to all shareholders
and has full confidence in Sergio and in the management's plan to
reshape the business. As a result, the board and Sergio have agreed
that he should continue as CEO of Debenhams plc, reporting to the
board. The board believes that it is in the best interests of
Debenhams plc that the executive team remains fully focused on
delivery of the plan. In the meantime, the board remains open to
constructive suggestions from shareholders that are in the
interests of the business as a whole. The board is committed to
delivering the appropriate capital structure to ensure a
sustainable and profitable future for all stakeholders.
Terry Duddy, Debenhams' Senior Independent Director, who is
appointed Interim Chairman with immediate effect, said: "I
recognise that individual shareholders have wished to register
their dissatisfaction. I would like to thank Ian for his strong
leadership of the board and his contribution to the business. We
wish him all the best for the future. I am looking forward to
working with Sergio. My first task is to meet with shareholders so
that I understand any concerns that they may have."
Sir Ian Cheshire said, "It has been a great privilege to get to
know my Debenhams colleagues over the past three years. In
unprecedented market conditions the team has worked incredibly hard
to build a format for the future and a comprehensive plan to
reshape the business, which will put Debenhams on the road to
recovery and future success. Whilst it is right that I step down
today, I wish the team at Debenhams every success in the
future".
The following table shows the results of the poll on all
resolutions put to the meeting. The votes for and against below are
expressed as a percentage of votes received.
As at 10 January 2019, Debenhams plc's capital consists of
1,286,863,381 ordinary shares of 0.01p each. The Company holds
59,041,231 ordinary shares in Treasury. Therefore, the total number
of voting rights in Debenhams plc is 1,227,822,150.
Resolution VOTES % VOTES % % of VOTES
FOR AGAINST ISC VOTED WITHHELD
(Note 1) (Note 2)
1 To receive the
directors' report
and accounts for
the year ended 1
September 2018 733,205,779 88.77 92,762,881 11.23 67.27% 20,600
------------ ------ ------------ ------ ----------- -----------
2 To approve the
directors' remuneration
report for the year
ended 1 September
2018 710,893,164 86.15 114,241,126 13.85 67.20% 854,969
------------ ------ ------------ ------ ----------- -----------
3 To elect Rachel
Osborne as a director 731,915,302 88.66 93,626,106 11.34 67.24% 447,852
------------ ------ ------------ ------ ----------- -----------
4 To re-elect Sir
Ian Cheshire as a
director 357,023,605 43.38 466,022,494 56.62 67.03% 2,943,160
------------ ------ ------------ ------ ----------- -----------
5 To re- elect Sergio
Bucher as a director 364,583,194 44.15 461,277,714 55.85 67.26% 128,352
------------ ------ ------------ ------ ----------- -----------
6 To re-elect Terry
Duddy as a director 732,302,842 88.67 93,529,156 11.33 67.26% 157,262
------------ ------ ------------ ------ ----------- -----------
7 To re-elect David
Adams as a director 680,053,101 83.87 130,780,294 16.13 66.04% 15,155,864
------------ ------ ------------ ------ ----------- -----------
8 To re-elect Stephen
Ingham as a director 724,895,953 87.78 100,942,595 12.22 67.26% 150,712
------------ ------ ------------ ------ ----------- -----------
9 To re-elect Nicky
Kinnaird as a director 732,314,251 88.67 93,541,864 11.33 67.26% 133,145
------------ ------ ------------ ------ ----------- -----------
10 To re-elect Lisa
Myers as a director 732,336,471 88.68 93,521,644 11.32 67.26% 131,145
------------ ------ ------------ ------ ----------- -----------
11 To appoint Ernst
& Young LLP as the
auditors 732,668,814 88.71 93,264,635 11.29 67.27% 55,811
------------ ------ ------------ ------ ----------- -----------
12 To authorise the
Audit Committee to
determine the remuneration
of the auditors 733,056,597 88.75 92,893,988 11.25 67.27% 38,675
------------ ------ ------------ ------ ----------- -----------
13 To give the directors
authority to allot
shares 724,638,737 87.74 101,222,540 12.26 67.26% 127,983
------------ ------ ------------ ------ ----------- -----------
14 To disapply pre-emption
rights 710,423,907 86.03 115,409,525 13.97 67.26% 155,828
------------ ------ ------------ ------ ----------- -----------
15 To authorise the
Company to buy its
own shares 725,126,628 87.82 100,601,492 12.18 67.25% 261,139
------------ ------ ------------ ------ ----------- -----------
16 To authorise short
notice general meetings 626,590,746 75.87 199,331,716 24.13 67.27% 66,798
------------ ------ ------------ ------ ----------- -----------
Note 1 The "For" vote includes those giving the Chairman
discretion.
Note 2 A vote "Withheld" is not a vote in law and is not counted
in the calculation of the votes "For" or "Against" a
resolution.
The Board notes that at today's AGM resolution 16 was passed
with a less than 80% majority. The Company does however note that
certain shareholders typically vote against shortening a general
meeting notice period as a matter of principle.
The full text of the resolutions can be found in the Notice of
Annual General Meeting which is available for inspection at the
National Storage Mechanism http://www.morningstar.co.uk/uk/nsm and
on the Company's website https://ir.debenhams.com/. In accordance
with Listing Rule 9.6.2, a copy of the resolutions passed, other
than resolutions concerning ordinary business, will be submitted to
the National Storage Mechanism.
The content of this announcement includes a disclosure in
accordance with Listing Rule 9.6.11.
END
Enquiries
Analysts and Investors
Debenhams plc
Katharine Wynne, Director of
Investor Relations 020 3549 6304
Media
Brunswick Group
Tim Danaher, Craig Breheny 020 7404 5959
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END
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