REG-Ashtead Group Plc: Results of AGM
04/09/2024 15:30
Ashtead Group PLC
AGM Statement
4 September 2024
ASHTEAD GROUP PLC
("Ashtead" or the "Company")
AGM Statement & Results
AGM Statement & Results
At the Annual General Meeting ("AGM") of the Company held on 4 September 2024
at 11:30am, all resolutions put to shareholders were duly passed on a poll
with the required majorities. The full text of each resolution is contained in
the Notice of Annual General Meeting. [Resolutions 1 to 17 were passed as
ordinary resolutions. Resolutions 18 - 21 were passed as special resolutions.]
As at 18:30 (UK time) on 3 September 2024, the number of voting shares of the
Company was 437,298,807 ordinary shares, which was the total number of shares
entitling the holders to attend and vote 'for' or 'against' all the
resolutions at the AGM. 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.
ORDINARY RESOLUTIONS Votes for (including discretionary votes) % Votes for * Votes against % Votes against Total no. of votes validly cast % of Issued Share Capital voted Votes withheld**
1. That the accounts for the year ended 30 April 2024, the directors' report and the auditors' report be adopted. 319,960,902 99.94 176,104 0.06 320,137,006 73.21% 1,729,414
2. That the directors' remuneration report for the year ended 30 April 2024 be approved. 315,461,099 98.02 6,365,837 1.98 321,826,936 73.59% 39,483
3. That the directors' remuneration policy set out in the Annual Report be approved 199,333,758 63.20 116,067,153 36.80 315,400,911 72.12% 6,465,508
4. That the final dividend recommended by the directors of 89.25 US cents per ordinary share for the year ended 30 April 2024 be declared payable on 10 September 2024 to holders of ordinary shares registered at the close of business on 9 August 2024. 321,753,141 99.97 94,135 0.03 321,847,276 73.60% 19,144
5. That Paul Walker be re-elected as a director. 305,384,443 94.89 16,443,749 5.11 321,828,192 73.59% 38,228
6. That Brendan Horgan be re-elected as a director. 321,828,217 99.99 16,145 0.01 321,844,362 73.60% 22,058
7. That Michael Pratt be re-elected as a director. 319,425,228 99.25 2,402,970 0.75 321,828,198 73.59% 38,222
8. That Angus Cockburn be re-elected as a director. 312,819,928 97.20 9,009,864 2.80 321,829,792 73.59% 36,628
9. That Lucinda Riches be re-elected as a director. 276,916,470 86.04 44,913,099 13.96 321,829,569 73.59% 36,849
10. That Tanya Fratto be re-elected as a director. 313,512,063 97.42 8,317,729 2.58 321,829,792 73.59% 36,628
11. That Jill Easterbrook re-elected as a director. 312,704,023 97.16 9,125,769 2.84 321,829,792 73.59% 36,628
12. That Renata Ribeiro be elected as a director. 312,371,694 97.41 8,295,613 2.59 320,667,307 73.33% 1,199,113
13. That Roy Twite be elected as a director. 320,325,295 99.89 344,019 0.11 320,669,314 73.33% 1,197,106
14. That PwC be appointed as auditor of the Company. 320,574,604 99.61 1,246,511 0.39 321,821,115 73.59% 45,305
15. That the audit committee be authorised to agree the remuneration of the auditor of the Company. 321,760,060 99.98 73,929 0.02 321,833,989 73.60% 32,431
16. Approval of the amendment to the rules of the Ashtead Group Long-Term Incentive Plan 2021 197,073,349 62.49 118,317,407 37.51 315,390,756 72.12% 6,475,663
17. That the directors are authorised to allot the shares under section 551 (1) (a) and (b) of the Companies Act 2006. 310,490,547 96.47 11,345,471 3.53 321,836,018 73.60% 30,402
SPECIAL RESOLUTIONS Votes for (including discretionary votes) % Votes for * Votes against % Votes against Total no. of votes validly cast % of Issued Share Capital voted Votes withheld**
18. That the directors be empowered to disapply the provisions of section 561 (1) to (6) of the Companies Act 2006. 301,169,011 93.59 20,630,839 6.41 321,799,850 73.59% 66,570
19. That the directors be empowered to issue shares on a non pre-emptive basis. 294,463,977 91.56 27,148,512 8.44 321,612,489 73.55% 253,931
20. That the directors be authorised to make market purchases of the Company's shares under section 701 of the Companies Act. 314,106,605 97.61 7,707,185 2.39 321,813,790 73.59% 52,629
21. That a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice. 313,089,701 97.28 8,745,621 2.72 321,835,322 73.60% 31,097
* Includes discretionary votes
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a resolution.
The Ashtead Board is pleased to note that all resolutions were passed with the
requisite majority of votes and welcomes the overwhelming support of the
Company's shareholders for the majority of the resolutions proposed.
The Company notes the level of shareholder support for resolution 3 (Approval
of the Directors' Remuneration Policy) and resolution 16 (the amendment to the
rules of the Long-Term Incentive Plan). Prior to the AGM, the Remuneration
Committee undertook an extensive consultation with its largest shareholders on
the proposed Directors' Remuneration Policy (the "Policy") and its
implementation.
The Committee received indications of broad support during this process, but
also took into account the full range of feedback received. As described in
the 2024 Annual Report, the Committee was very mindful of the need to balance
sometimes divergent shareholder views with the particular context and
circumstances for Ashtead, to ensure that remuneration policy continues to
incentivise growth and long-term shareholder value creation. A number of
changes were made as a direct result of shareholder feedback at the time.
However, the Committee also concluded that the other aspects of the proposals
remained appropriately aligned to the Company's stated principles of providing
remuneration that is: market competitive; enables the Company to motivate and
retain its talented leadership team; and rewards fairly its colleagues'
contribution to Ashtead's future success.
The Company will now engage with its shareholders in respect of the
implementation of the Policy. In accordance with the UK Corporate Governance
Code the Company will publish an update on this further engagement within six
months of the 2024 AGM.
Contact:
Ashtead Group plc
Will Shaw (Investment Manager) - 020 7726 9700
H/Advisors Maitland
Sam Cartwright - 020 7379 5151
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