XPS Pensions Group plc
7 March 2024
XPS Pensions Group
plc
Results of General Meeting
held on 7 March 2024
XPS Pensions Group plc (the
'Company') announces that at its General Meeting ('GM') held on 7
March 2024, the resolution put to shareholders was passed by the
requisite majority. The resolution was passed as an ordinary
resolution. The result of the poll taken on the resolution, on
which Equiniti, the Company's registrar, acted as scrutineer, is as
follows:
|
Resolution
|
Votes For
|
%
|
Votes
Against
|
%
|
Total Votes
|
% of issued
share capital
voted
|
1
|
Approve Directors' Remuneration
Policy 2024
|
131,060,632
|
76.44
|
40,386,688
|
23.56
|
171,447,320
|
82.61%
|
As at 12.00pm on Thursday 7
March 2024, the number of issued shares in the Company
was 207,544,975 ordinary shares,
which was the total number of shares entitling the holders to
attend and vote for or against all the resolutions at the
GM. In accordance with the Company's Articles of Association,
on a poll every member present in person or by proxy has one vote
for every share held.
There were no restrictions on
shareholders to cast votes on any of the resolutions proposed at
the GM. Votes withheld are not votes in law and therefore have not
been counted in the calculation of the proportion of the votes for
or against a resolution.
Full details of the resolution
passed, together with explanatory notes, are set out in the Notice
of General Meeting which is available
at www.xpsgroup.com.
At the Company's 2023 Annual General
Meeting (the 'AGM'), there was strong support for the Directors'
Remuneration Report reflecting the application of the 2020
Directors' Remuneration Policy. As announced on 5 September 2023,
resolution 4 (the approval of the Directors' Remuneration Policy
2023) was withdrawn ahead of the AGM, to enable the Committee to
engage further with shareholders. The Remuneration Committee have
since undertaken an extensive consultation with the Company's 20
largest shareholders, covering c.85% of the Company's issued share
capital, and key proxy advisory firms. An updated policy was
approved at the GM today. This policy is
effectively a continuation of the previously approved policy,
introducing an element of bonus deferral in line with evolving
market practice, reflecting that the overwhelming majority of
shareholders consulted felt that the existing policy was
appropriate. The Board acknowledges that
19.46% of the Group's total issued share capital was voted against
the resolution and recognises that a small number of shareholders
have differing views. The Board would like to thank those
shareholders that have participated in consultation and will
continue to engage as appropriate in the future.
Following the AGM in September,
during which resolutions 5 (the re-election of Alan Bannatyne,
Chairman) and 11 (the re-election of Margaret Snowdon,
Non-Executive Director and Remuneration Committee Chair) received
below 80% support, the Company has appointed two additional
Independent Non-Executive Directors and continued to engage with
shareholders regarding Board composition. The Board also notes that
the Company complies with all aspects of the UK Corporate
Governance Code.