REG - Gym Group PLC (The) - Result of AGM

GYMAnnouncement

09/05/2024 15:00

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RNS Number : 8543N  Gym Group PLC (The)  09 May 2024

LEI Number: 213800VCU9TBANZIN455

9 May 2024

 

The Gym Group plc (the "Company")

Annual General Meeting ("AGM") Results

 

The Company announces that at its Annual General Meeting held earlier today at
No. 1 Croydon, 12-16 Addiscombe Road, Croydon, CR0 0XT, all the resolutions
set out in the Notice of AGM were passed by the requisite majority. Each of
the resolutions put to the AGM was voted on by way of a poll. The results of
the poll for each resolution were as follows:

 

 Resolution                                                                      For               For      Against           Against  Votes Withheld    Total issued share capital instructed (%)

 * indicates Special Resolution                                                  (No. of shares)   (%)      (No. of shares)   (%)      (No. of shares)
 1.   To receive the Annual Report and Accounts.                                 112,493,170       100.00%  375               0.00%    5,322,288         62.79%
 2.   To approve the Directors' Remuneration Report.                             111,345,847       97.78%   2,527,697         2.22%    3,942,289         63.56%
 3.   To approve the Directors' Remuneration Policy.                             88,041,742        77.32%   25,820,467        22.68%   3,953,624         63.56%
 4.   To approve the rules of the Company's Incentive Plan.                      87,496,847        76.84%   26,365,362        23.16%   3,953,624         63.56%
 5.   To approve the rules of the Company's Performance Share Plan.              102,299,871       89.85%   11,562,339        10.15%   3,953,623         63.56%
 6.   To re-elect John Treharne as a Director.                                   98,448,764        86.46%   15,413,445        13.54%   3,953,624         63.56%
 7.   To elect Will Orr as a Director.                                           113,658,008       99.82%   204,202           0.18%    3,953,623         63.56%
 8.   To re-elect Luke Tait as a Director.                                       106,846,714       93.84%   7,015,496         6.16%    3,953,623         63.56%
 9.   To re-elect Elaine O'Donnell as a Director.                                104,821,563       92.06%   9,040,646         7.94%    3,953,624         63.56%
 10.  To re-elect Wais Shaifta as a Director.                                    103,441,563       91.96%   9,040,646         8.04%    5,333,624         62.79%
 11.  To re-elect Richard Stables as a Director.                                 81,055,900        71.19%   32,806,309        28.81%   3,953,624         63.56%
 12.  To re-elect Simon Jones as a Director.                                     104,821,471       92.06%   9,040,738         7.94%    3,953,624         63.56%
 13.  To re-appoint Ernst & Young LLP as auditors of the Company.                112,481,435       98.79%   1,380,775         1.21%    3,953,623         63.56%
 14.  To authorise the Audit and Risk Committee to determine the auditors'       113,752,324       99.90%   109,886           0.10%    3,953,623         63.56%
 remuneration.
 15.  To authorise the Company to make political donations and incur political   104,109,896       91.59%   9,560,183         8.41%    4,145,754         63.45%
 expenditure.
 16.  To authorise the Directors to allot ordinary shares.                       113,756,198       99.90%   117,347           0.10%    3,942,288         63.56%
 17.  To disapply statutory pre-emption rights.*                                 111,264,725       97.71%   2,608,820         2.29%    3,942,288         63.56%
 18.  To disapply statutory pre-emption rights solely in relation to             111,264,725       97.71%   2,608,820         2.29%    3,942,288         63.56%
 acquisitions and specified capital investments.*
 19.  To authorise the Company to purchase its own ordinary shares.*             112,481,514       98.78%   1,392,031         1.22%    3,942,288         63.56%
 20.  To authorise the Directors to hold general meetings on not less than 14    110,060,023       96.65%   3,813,521         3.35%    3,942,289         63.56%
 clear days' notice.*

 

 

 

 NOTES:

 1.    The Company is pleased that all resolutions were supported at today's Annual
       General Meeting. The Board notes that Resolution 3 for the approval of the
       Directors' Remuneration Policy, and associated Resolution 4 for the approval
       of the TGG Incentive Plan, were opposed by more than 20% of voting
       shareholders, which the Board understands relates to the introduction of the
       new TGG Incentive Plan. The Remuneration Committee carried out an extensive
       engagement process on the changes to the remuneration structure ahead of the
       publication of the Notice of AGM, including direct consultation with over 54%
       of the shareholder base. Their feedback and guidance was taken on board in
       shaping the proposals.

       The Remuneration Committee firmly believes that the new TGG Incentive Plan
       will enable the Company to retain key talent by providing management with
       greater visibility over long-term remuneration outcomes in a very challenging
       market, whilst ensuring alignment with our strategic objectives and a "pay for
       performance" ethos. Although the majority of shareholders voted in favour of
       the new arrangements, the Board notes the concerns raised by some shareholders
       and will reflect on feedback received. The Board intends to engage with
       shareholders in due course to further understand their views. We will provide
       an update within six months as required by the UK Corporate Governance Code.

       The Board also recognises that Resolution 11 for the re-election of Richard
       Stables as a Director was opposed by more than 20% of voting shareholders. The
       Board understands that this is primarily due to perceived independence
       concerns, but intends to engage with shareholders in due course to further
       understand their views. Again, we will provide an update within six months of
       the date of today's meeting.

 2.    Proxy appointments which gave discretion to the Chairman of the AGM have been
       included in the "For" total for the appropriate resolution.

 3.    Votes "For" and "Against" any resolution are expressed as a percentage of
       votes validly cast for that resolution.

 4.    A "Vote withheld" is not a vote in law and is not counted in the calculation
       of the percentage of shares voted "For" or "Against" any resolution nor in the
       calculation of the proportion of "Total issued share capital instructed" for
       any resolution.

 5.    The number of shares in issue at 6:00 p.m. on 7 May 2024 was 179,149,727 (the
       "Share Capital") and at that time, the Company did not hold any Ordinary
       shares in treasury. The Company holds 48,050 non-voting Deferred Ordinary
       shares of £1 each in treasury.

 6.    The proportion of "Total issued share capital instructed" for any resolution
       is the total of votes validly cast for that resolution (i.e. the total votes
       "For" and "Against" that resolution) expressed as a percentage of the Share
       Capital.

 7.    The full text of the resolutions passed at the AGM can be found in the Notice
       of Annual General Meeting which is available on the Company's website at
       www.tggplc.com.

 8.    A copy of resolutions 16 - 20 passed at the AGM will shortly be submitted to
       the National Storage Mechanism and will be available for inspection at
       https://data.fca.org.uk/#/nsm/nationalstoragemechanism
       (https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 9.    The complete poll results will be available shortly on the Company's website
       at www.tggplc.com.

 

For further information, please contact:

 

 The Gym Group:                       via Instinctif Partners

 Will Orr, CEO

 Luke Tait, CFO

 Krishan Pandit, Company Secretary

 Instinctif Partners (Financial PR):  Tel: +44 (0)20 7457 2020

 Justine Warren

 Matthew Smallwood

 Joe Quinlan

 

ENDS

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