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As the last few stragglers of FTSE 350 companies hold their AGMs during 2022, there have been some notable flashpoints of investor dissent. Perhaps unsurprisingly, Ashtead Group plc (Ashtead Group) saw a shareholder revolt against its executive pay at its on 6 September 2022, with 32.7% of votes cast against its remuneration report and 25.1% against its Remuneration Committee chair. The industrial equipment rental company is not without precedent. Its saw an even larger revolt, with 36.0% and 39.3% opposition against its remuneration report and remuneration policy respectively, as well as 25.6% of votes cast against its long-term incentive plan (LTIP).

Ashtead Group’s for its 2021 AGM mentions little in the way of changes made to address the concerns of its shareholders regarding its new policy and accompanying LTIP. Instead, the statement seems to infer that the company has tried to bring its investors around to its way of thinking regarding executive pay:

‘Following the AGM, the Company has continued to engage with shareholders and invited shareholders holding almost 50% of Ashtead’s issued share capital to meet with the Chair, Paul Walker. Those that accepted and have been seen to date support the decisions and recommendations of the Remuneration Committee which recognised the need to retain and incentivise its strong management team to deliver the Group’s ambitious growth strategy detailed in its Sunbelt 3.0 presentation in April 2021.'

Ashtead Group had a strong first quarter for its FY 2022, which ended 31 July 2022. The company a 25% growth in its revenue when compared to Q1 2021. Operating profit and profit before taxation were also up 26% and 28% respectively at US$594m (£517m) and US$527m (£458m). However, the share price bump that Ashtead Group from its successful Q1 has not lasted. Since the beginning of August 2022, the company’s has plateaued, leaving it at 4,268 pence per share on 14 September 2022—32.8% lower than its recent peak of 6,354.61 pence per share as of 6 November 2021. This could be due to the ongoing cost-of-living crisis. Ashtead Group noted in its Q1 results that although the company is ‘performing strongly, with revenue and operating profit ahead of our previous expectations’, it nevertheless expects its adjusted profit before taxation to be in line with its previous expectations due to ‘increasing interest costs’—rates having been recently  increased in an effort to take the heat out of inflation rises.

What is more surprising is the size of the shareholder revolt at The Berkeley Group Holdings plc (The Berkeley Group)’s on 6 September 2022, which saw three of the house-builder’s resolutions receive significant (at least 20%) levels of dissent. These resolutions were the company’s Remuneration Policy (39.7%), its restricted share plan (28.7%) and its long-term option plan (38.6%). The Berkeley Group failed to disclose the reasons as to why the levels of dissent was so high, merely noting that it had amended ‘certain areas of the policy, including the Change of Control provisions’, in light of pre-AGM shareholder feedback.

In recent years, The Berkeley Group has managed to avoid multiple significant no votes at its AGMs since its meeting—the last time it updated its remuneration policy. The meeting saw 43.0% of votes cast against its remuneration report, 46.3% against the company’s non-executive director Adrian Li and 42.5% against proposed amendments to its long-term incentive plan.

During FY 2021–22, chief executive Robert Perrins £8,043,000, the vast majority of it from the sixth tranche of the company’s 2011 LTIP, which vested on 30 September 2021. This is slightly higher than the £7,971,000 he received during FY 2020–21, despite the fact that The Berkeley Group’s has fallen 24.0% from 4,763.00 pence per share on 1 January 2022 to 3622.00 as of 14 September 2022 amid rising costs and an unstable London housing market. Under the new remuneration policy, the maximum total remuneration cap for Perrins has been set at £8m for FY 2022–23.

According to the company’s , disclosed on 22 June 2022, revenue and profit before tax were up 6.6% and 6.4% respectively. However, The Berkeley Group also highlighted a number of risks in the company’s future:

‘Looking forward, the volatile and uncertain environment resulting from the COVID-19 pandemic, coupled with ever increasing political and economic uncertainty, both in the UK and internationally, as a result of energy price volatility, supply chain shortages and disruption and the war in Ukraine, is placing further pressure on inflation, which may lead to further interest rate rises and suppress future UK economic growth. This presents an ongoing uncertain risk environment for Berkeley.’

Nonetheless, The Berkeley Group has recently that it ‘has continued to trade well during the first four months of the new financial year, with the value of underlying sales ahead of the financial year ended 30 April 2022’. This might explain the recent bump in the company’s share price, which has recovered slightly from its general decline since the start of 2022.

Finally, Currys plc (Currys) has also seen significant levels of dissent against its executive pay recently, with 34.1% of votes cast against its new remuneration policy at its on 8 September 2022. Its remuneration report received a much lower level of opposition (13.1%). According to the electrical retailer and repairer, ‘the majority of the votes against the Policy reflect shareholders which would like larger and longer post-employment shareholdings or which had concerns relating to the design of the long-term remuneration targets.’ The new increased the post-employment shareholding requirement from 200% to 250% for the first year post-cessation and 125% for the second. In contrast, the Investment Association’s state that the post-employment shareholding requirement should apply for at least two years at a level equal to the lower of the shareholding requirement immediately prior to departure or the actual shareholding on departure.

Currys has also seen a slow decline in its since 1 January 2022, falling 45.4% from 116.39 pence per share on 1 January 2022 to 63.55 pence per share as of 14 September 2022. On 7 July 2022, the company stated in its that its revenue fell 2% on the year before, noting considerable headwinds amid the ongoing cost-of-living crisis:

‘Clearly, the outlook for consumer spending is uncertain and although the tech market is still larger than pre-pandemic we are taking a prudent view of our market. Operating an efficient business is a core strength of Currys and we will continue to offset cost inflation with our ongoing saving programmes and vigilant day-to-day cost control. While we are not alone in facing these headwinds we can ride out these issues in ways many competitors can't because of the strength and scale of our business; we are well diversified by geography, retailing products and services that are increasingly essential, across a true omnichannel platform and have balance sheet strength.’

The three shareholder revolts mark an interesting uptick in dissent at the tail end of the AGM season. However, shareholders will have to wait for the publication of update statements for comprehensive explanations as to why the three companies suffered considerable dissent against their executive pay at their respective AGMs.