24th May 2016 10:55
LONDON (Alliance News) - Stock Spirits Group PLC said it has added Alberto da Ponte and Randy Pankevicz as non-executive directors, after the resolution put forward by Western Gate Private Investments Ltd to appoint both to the board was passed by shareholders at Stock Spirits' annual general meeting on Monday.
The drinks distributor has been locked in a battle of late with Western Gate, its largest single shareholder with a 9.7% stake, over the future direction of the company, following a tough 2015 when Stock Spirits saw its market share in its key Polish market slump.
Last month, Western Gate put forward two resolutions to be considered at Stock Spirits' AGM which it said would help to improve the company's performance, after having already successfully initiated the removal of Chief Executive Chris Heath.
The first resolution, which was the appointment of da Ponte and Pankevicz, was passed during the AGM on Monday, with 56.3% cast for da Ponte's appointment versus 43.7% against 56.3%, while 56.8% of votes supported Pankevicz's appointment and 43.2% were against.
Western Gate's second resolution, to conduct a board review of Stock Spirits' mergers and acquisition strategy, was not passed, however. Of the votes cast, 54.1% were in favour versus 45.9% against. As this was a special resolution, at least 75% of votes cast needed to be in favour for it to be passed.
"The board acknowledges the results of the AGM and looks forward to a constructive working relationship with Mr da Ponte and Mr Pankevicz," Stock Spirits said in a statement Monday afternoon, noting that the pair will act as non-independent non-executive directors due to their relationship with Western Gate.
Stock Spirits added that it will proceed with its plans to appoint two additional independent non-executive directors to the board.
Shortly after Stock Spirits' statement, Western Gate released a statement on Monday welcoming the appointment of da Ponte and Pankevicz to the board, but said it and other shareholders consider both directors to be independent.
"ISS, Glass Lewis, PIRC and Heidrick & Struggles consider Randy and Alberto to be independent," Western Gate's Luis Amaral said.
Amaral added that Western Gate sees no reason why Stock Spirits should "use company resources" to appoint a further two non-executive directors.
"Today's AGM result has delivered a clear mandate for change to address the performance and strategy issues which have been highlighted, and we would like the board's focus to be on this," Amaral said.
Also at the AGM, Stock Spirits' resolution to dis-apply pre-emption rights was not passed, with 74.7% of votes being cast for the resolution and 25.5% against. This was also a special resolution, so at least 75% of the votes cast needed to be in favour for it to be passed.
Pre-emption rights mean existing shareholders must be offered shares before they are made available to anyone else. Such rights are put in place to prevent dilution of existing shareholders.
Shares in Stock Spirits were trading down 1.1% at 159.25 pence on Tuesday.
By Karolina Kaminska; [email protected] @KarolinaAllNews
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