TIDMOCDO
RNS Number : 3441K
Ocado Group PLC
04 May 2022
RESULT OF AGM
OCADO GROUP PLC
4 May 2022
Ocado Group plc
Annual General Meeting 2022 Results
The Annual General Meeting of Ocado Group plc (the "Company")
was held at 45 Gresham Street, London EC2V 7BF as a combined
physical and electronic meeting, on Wednesday 4 May 2022 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 628,422,055 99.98 132,697 0.02 628,554,752 3,370,966
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To approve the
Directors' Remuneration
2. Policy 446,931,547 70.73 184,973,188 29.27 631,904,735 20,983
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To approve the
Directors' Remuneration
3. Report 611,544,200 97.12 18,113,437 2.88 629,657,637 2,268,081
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Rick Haythornthwaite
as a Director
4. of the Company 581,465,994 93.16 42,692,857 6.84 624,158,851 7,766,867
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Tim Steiner as
a Director of
5. the Company 628,065,009 99.39 3,836,500 0.61 631,901,509 24,209
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Stephen Daintith
as a Director
6. of the Company 625,125,856 99.15 5,356,241 0.85 630,482,097 1,443,621
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Neill Abrams
as a Director
7. of the Company 622,279,363 99.05 5,955,323 0.95 628,234,686 3,691,032
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Mark Richardson
as a Director
8. of the Company 628,046,459 99.39 3,854,464 0.61 631,900,923 24,795
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Luke Jensen as
a Director of
9. the Company 627,934,292 99.37 3,965,558 0.63 631,899,850 25,868
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Jörn Rausing
as a Director
10. of the Company 608,021,351 97.07 18,322,444 2.93 626,343,795 5,581,923
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Andrew Harrison
as a Director
11. of the Company 589,255,508 93.25 42,643,913 6.75 631,899,421 26,297
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Emma Lloyd as
a Director of
12. the Company 610,920,071 96.68 20,979,500 3.32 631,899,571 26,147
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Julie Southern
as a Director
13. of the Company 607,309,606 96.11 24,590,112 3.89 631,899,718 26,000
---- ------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
John Martin as
a Director of
14. the Company 619,136,040 97.98 12,763,527 2.02 631,899,567 26,151
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Michael Sherman
as a Director
15. of the Company 618,710,648 97.91 13,189,143 2.09 631,899,791 25,927
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To appoint Nadia
Shouraboura as
a Director of
16. the Company 628,717,186 99.50 3,181,081 0.50 631,898,267 27,451
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To re-appoint
Deloitte LLP
as auditor of
17. the Company 630,287,719 99.97 205,018 0.03 630,492,737 1,432,981
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To authorise
the Directors
to determine
the auditor's
18. remuneration 631,621,010 99.95 293,714 0.05 631,914,724 10,994
------------------------- ------------ ------ ------------ ------ ------------ ---------------
Authority for
political donations
and political
19. expenditure 621,437,705 98.63 8,647,489 1.37 630,085,194 1,840,524
------------------------- ------------ ------ ------------ ------ ------------ ---------------
To approve amendments
to the Ocado
Group 2019 Value
20. Creation Plan 450,604,811 71.31 181,297,188 28.69 631,901,999 23,719
------------------------- ------------ ------ ------------ ------ ------------ ---------------
Authority to
allot shares
up to one-third
of issued share
21. capital 628,870,893 99.52 3,039,015 0.48 631,909,908 15,810
------------------------- ------------ ------ ------------ ------ ------------ ---------------
Authority to
allot shares
in connection
with a rights
22. issue only 626,090,672 99.30 4,404,256 0.70 630,494,928 1,430,790
------------------------- ------------ ------ ------------ ------ ------------ ---------------
Special Resolutions
General authority
to disapply pre-emption
23. rights 631,535,684 99.94 376,849 0.06 631,912,533 13,185
------------------------- ------------ ------ ------------ ------ ------------ ---------------
Additional authority
to disapply pre-emption
24. rights 629,796,933 99.67 2,115,612 0.33 631,912,545 13,173
------------------------- ------------ ------ ------------ ------ ------------ ---------------
Authority to
purchase own
25. shares 630,095,427 99.73 1,731,429 0.27 631,826,856 98,862
------------------------- ------------ ------ ------------ ------ ------------ ---------------
Adoption of New
26. Articles of Association 631,794,958 99.98 121,163 0.02 631,916,121 9,597
------------------------- ------------ ------ ------------ ------ ------------ ---------------
Notice of general
27. meetings 624,621,920 98.85 7,296,326 1.15 631,918,246 7,472
------------------------- ------------ ------ ------------ ------ ------------ ---------------
The Board notes that all resolutions were duly passed and would
like to thank shareholders for their continued support. The Board
also notes the outcome of the shareholder votes against Resolution
2 (the Directors' Remuneration Policy) and Resolution 20
(Amendments to the Value Creation Plan).
As part of developing the remuneration Policy for the coming
three years, the Remuneration Committee Chairman undertook an
extensive programme of engagement with our largest shareholders and
representative bodies to seek input on the proposed changes. Many
of our largest shareholders understood the strategic rationale for
continuing to operate a non-standard, leveraged long-term incentive
plan at Ocado and indicated their support for our proposals to
extend the scheme beyond its original five-year term. In
particular, shareholders recognised the challenges associated with
recruiting internationally and competing for talent within the
technology sector. Furthermore, the Committee notes that it
continues to be Ocado's remuneration policy to aim to set fixed pay
towards the lower quartile of the market and offer substantial
comparative reward (via our incentives) for transformational
performance.
In finalising our proposals, all shareholder feedback received
was carefully considered, in particular the feedback on the VCP
extension, and a number of changes were made to the original
proposals in response to suggestions received. Details of our
rationale for the final proposals and how they were shaped during
consultation are set out in the 2021 annual report.
The Board understands the concerns of some shareholders around
the non-standard nature of the VCP, which was reflected in the
votes on Resolutions 2 and 20. However, it continues to believe
that the changes proposed and approved offer the best way to drive
exceptional and sustainable growth, whilst also rewarding
short-term operational and strategic decisions.
The Remuneration Committee will keep the operation of the VCP
and all other aspects of executive remuneration under review and
will continue to engage with shareholders to understand their
perspectives and concerns.
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 24 (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
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
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
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 4 May 2022, the Company's issued share
capital was 751,924,363 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) 1,670,409 shares are held by Solium
Trustee (UK) Limited, 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) 564,988 shares are held by Wealth Nominees
Limited, and 9,874,160 shares are held by Numis Nominees (Client)
Ltd, both on behalf of Ocorian Limited (formerly known as 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 9,874,160 ordinary shares,
although it may vote in respect of 564,988 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 10,439,148
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 10,439,148 ordinary
shares held by the EBT Trustee.
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END
RAGUPUPGAUPPGAC
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