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FTSE 350 AGM developments from 4 May 2023 to 11 May 2023.*

The Market Tracker ‘AGM season 2023—Week in review’ series looks at key developments across the AGMs held each week. In this fourth update, the Market Tracker team reviews results from the 20 companies that held an AGM this week, in addition to Grafton plc, whose results missed the 4pm cut-off on 4 May 2023. The results of Endeavour Mining plc, Hiscox plc, OSB Group plc and W.A.G Payment Solutions plc, were unavailable at the time of publication.

Meeting format tracker**

Key developments

Clarkson plc

• shipping company, Clarkson plc, was hit was a 43% vote against the directors’ remuneration report and 43% against the remuneration policy.  Chief Executive Officer (CEO), Andi Case’s remuneration was bumped up by almost £3.5m, while Chief Financial Officer (CFO), Jeff Woyda’s increased by £800,000. However, Clarkson plc did an increase in underlying profit before taxation of 45% in 2022. The remuneration report has been a sticking point for Clarkson plc for some time now. At the 2022 AGM, 37% of shareholders voted against the report, 39% in 2021 and 32% in 2020. The consistent dissent appears to be a response to CEO remuneration rapidly rising from £3m in 2019 to £10m in 2022, amongst other things. The company the remuneration report reflected an ‘´Ç³Ü³Ù²õ³Ù²¹²Ô»å¾±²Ô²µâ€™ and ‘record year’ of executive performance

•   34% of shareholders voted against the re-election of non-executive director and remuneration committee chair Tim Miller

InterContinental Hotels Group plc (InterContinental)

• InterContinental saw 25% of shareholders vote against the directors’ remuneration policy and 23% against the directors’ remuneration report. Directors’ remuneration at InterContinental throughout 2022, with CEO Keith Barr’s pay package increasing by almost £1m and CFO Paul Edgecliffe-Johnson’s rising by £600,000

• InterContinental the surprise resignation of Keith Barr shortly before the AGM on 5 May 2023. Despite this, of shareholders voted in favour of his re-election. Barr is to be succeeded by CEO of the Americas region, Elie Maalouf

HSBC Holdings plc (HSBC)

• in a dramatic AGM, six of HSBC’s resolutions received significant no votes and three shareholder requisitioned resolutions failed (as per Board recommendations)

• the shareholder requisitioned resolutions were put forward by a group of HSBC’s shareholders, represented by Lui Yu Kin, the leader of the so-called ‘Spin-Off HSBC Asia Concern Group’. The group – composed of shareholders based predominantly in China and Hong Kong – sought to spinoff the bank into Asia, after Ping An Insurance (HSBC’s largest shareholder), issued a outlining that a restructure would substantially increase value for investors. Mark Tucker, Chairman of HSBC, said the on the results: ‘I’m delighted that the large majority of HSBC’s shareholders have voted overwhelmingly to support the bank’s strategy and draw a line under the debate on the structure of the bank’

• 20% of shareholders voted against the resolution to approve political donations. HSBC that it does not incur political expenditure ‘ in the ordinary sense of those words’. Instead, it provides ‘administrative support’ to two US based political action committees

• 20% of shareholders voted against the remuneration report, despite there being no change to executive’s base salary, fixed pay allowance, pension plan, nor long-term incentive plan

• the authority to allot shares was also a point of contention, attracting dissent of 22%. The authority to allot repurchased shared also attracted no votes of almost 20%. Meanwhile, the authorities to disapply pre-emption rights scraped through, with 18% and 19% of shareholders voting against them

• approximately 50 protestors from climate group, Extinction Rebellion, disrupted HSBC’s AGM in Birmingham. The activists were protesting against HSBC’s investment in

Jupiter Fund Management plc (Jupiter)

• four resolutions received significant no votes at the asset management company, Jupiter Fund Management plc’s, AGM. The disapplication of pre-emption rights and authorisation for the company to purchase its own shares were special resolutions and thus did not receive the requisite votes to pass, with 29% and 25% of votes against respectively

• on the failure of the resolution to approve the disapplication of pre-emption rights, the Board it was ‘»å¾±²õ²¹±è±è´Ç¾±²Ô³Ù±ð»å’ with the results, particularly as they ‘had taken the view that it would be appropriate to continue to apply the lower limit of 5%, rather than seeking the higher limit of 10%’, in addition they ‘expressly confirmed’ that ‘shareholder protections’ would be enforced

• shareholders were adamantly opposed to the resolution to approve the company purchasing its own shares. The company for shares to be purchased at a minimum price of 2 pence per share, with the maximum aggregate number of shares being 27,248,975
  

Marshalls plc

• manufacturing company, Marshalls plc, received a significant no vote against approval of the remuneration report. The remuneration report a sizeable rise in executive remuneration in 2022, while employee remuneration was changed by only 3%

National Express Group plc

• National Express Group plc announced it will change its name to ‘Mobico Group plc’ from June 2023. The company that the name change better reflects ‘the Group's international nature and its diverse range of mobility services, as it continues to lead the modal shift to mass transit’

Wood Group (John) plc 

•   23% of shareholders voted against the remuneration policy at the engineering company’s AGM. Interestingly, the total amount of CEO remuneration has since 2021. The previous CEO, Robin Watson’s pay package dropped by £200,000 in 2022, his successor, Ken Gilmartin, took a £100,000 cut. Remuneration at Wood is significantly lower than other FTSE 250 companies. The voting may be in response to executives failing to meet some key performance indicators, such as the target to have zero serious injuries and fatalities in 2022

Significant no votes

Significant no votes will be tracked in the table below as the season progresses.

Failed resolutions

Failed resolutions will be tracked in the table below as the season progresses.

* statement of scope: AGM results must be released by 4pm on the day of publishing to be included. AGM results released after this time will be included in the following review

** the data tracked in this series will be updated weekly on an aggregate basis