Ashtead Group Plc - Results of AGM
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.
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| 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 |
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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
