22nd Jul 2022 15:19
HOMESERVE PLC
RESULTS OF ANNUAL GENERAL MEETING
LONDON - 22 July 2022 - The Annual General Meeting of HomeServe plc ("HomeServe", "the Company"), the international home repairs and improvements business, was held on Friday 22 July 2022. All resolutions were decided on a poll and all resolutions proposed were passed by shareholders.
The number of votes for and against each of the resolutions put before the Annual General Meeting and the number of votes withheld were as follows:
Resolution | For | Percentage of Votes Cast | Against | Percentage of Votes Cast | Withheld |
1. Report & Accounts | 192,711,057 | 98.47% | 3,000,866 | 1.53% | 229,888 |
2. Chairman's statement on Remuneration | 123,324,278 | 63.92% | 69,623,011 | 36.08% | 2,994,522 |
3. Approve Directors' Remuneration Policy | 183,784,374 | 95.25% | 9,162,225 | 4.75% | 2,995,212 |
4. Re-elect Tommy Breen | 151,703,742 | 79.42% | 39,307,681 | 20.58% | 4,930,388 |
5. Re-elect Ross Clemmow | 192,907,315 | 98.47% | 3,000,398 | 1.53% | 34,098 |
6. Re-elect Roisin Donnelly | 193,939,318 | 99.00% | 1,967,611 | 1.00% | 34,882 |
7. Re-elect Richard Harpin | 192,981,184 | 98.50% | 2,942,201 | 1.50% | 18,426 |
8. Re-elect David Bower | 192,889,447 | 98.46% | 3,021,143 | 1.54% | 31,221 |
9. Re-elect Tom Rusin | 192,930,492 | 98.47% | 2,991,609 | 1.53% | 19,710 |
10. Re-elect Katrina Cliffe | 171,423,201 | 87.50% | 24,494,022 | 12.50% | 24,588 |
11. Re-elect Stella David | 192,627,231 | 98.32% | 3,290,036 | 1.68% | 24,544 |
12. Re-elect Edward Fitzmaurice | 178,247,182 | 90.98% | 17,670,301 | 9.02% | 24,328 |
13. Re-elect Olivier Grémillon | 179,639,379 | 91.70% | 16,267,705 | 8.30% | 34,727 |
14. Re-elect Ron McMillan | 167,980,170 | 85.74% | 27,937,170 | 14.26% | 24,471 |
15. Re-appoint Auditor | 188,079,217 | 96.01% | 7,817,459 | 3.99% | 45,135 |
16. Remuneration of the Auditor | 193,409,245 | 98.72% | 2,513,935 | 1.28% | 18,631 |
17. Authority to allot shares | 188,071,968 | 96.00% | 7,837,744 | 4.00% | 32,099 |
18. General authority to disapply pre-emption rights | 192,734,554 | 99.86% | 271,665 | 0.14% | 2,935,592 |
19. Pre-emption rights | 188,047,598 | 97.43% | 4,964,837 | 2.57% | 2,929,376 |
20. Purchase of own shares | 192,862,667 | 98.45% | 3,042,624 | 1.55% | 36,520 |
21. Notice of general meetings | 186,082,678 | 96.18% | 7,394,640 | 3.82% | 2,464,493 |
22. Amendment to LTIP | 187,013,341 | 96.93% | 5,918,433 | 3.07% | 3,010,037 |
The number of shares in respect of which proxies were received was approximately 195m. The number of shares in issue was 336,671,735.
In accordance with 9.6.2 (R) of the Listing Rules, a copy of the resolutions passed will be submitted to the National Storage Mechanism and will be available for inspection.
In relation to Resolutions 2 and 4, the Board welcomes the support it received from a substantial majority of shareholders. However, it recognises that a significant minority of shareholders opposed these resolutions.
On Resolution 2 (the Remuneration Report), certain shareholders and proxy advisors expressed concerns about the increase in basic salary and LTIP opportunity for Tom Rusin, the Executive Director who leads HomeServe's fast-growing North American business. HomeServe received helpful and supportive feedback after it wrote to all major shareholders and the leading proxy advisers in December 2021, to explain the importance of Mr Rusin being appropriately incentivised as an exceptional leader in North America, where competition for talent has intensified. Mr Rusin's package was benchmarked against US companies of a comparable size to HomeServe's North American division, and while it is still below US market rates, it is now considered to be sufficiently competitive. HomeServe is committed to ensuring that its remuneration practices at all levels are fair and appropriate, and enable pay to be set at the level necessary to attract, incentivise and retain high-calibre talent.
The increase to Mr Rusin's remuneration was agreed before HomeServe became subject to a potential takeover bid in March 2022 - a transaction which is due to complete in the fourth calendar quarter of 2022. If completion of this transaction were to be materially delayed, the Remuneration Committee would consider consulting further with shareholders to understand the reasons behind the voting result on Resolution 2.
On Resolution 4, (the re-election of the Chairman, Tommy Breen) the vote against was influenced by concern that HomeServe had not made sufficient progress on Board diversity. As disclosed in HomeServe's FY22 Annual Report, an offer was made to a female Non-Executive candidate in March 2022 but, given the takeover approach, it was agreed that it was not appropriate to make the appointment as planned. If this candidate had been appointed, HomeServe would have met the targets set out in the FTSE Women Leaders Review and the Parker Review. Should completion of the takeover be materially delayed, HomeServe will continue to take steps to improve the diversity of its Board.
Media enquiries Tulchan Group Martin Robinson Lisa Jarrett-Kerr +44 207 353 4200 |
Investor Relations Miriam McKay - Group Communications and IR Director +44 7795 062564
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About HomeServe
HomeServe is an international home repairs and improvements business that makes home repairs and improvements easy by matching customers to trades to generate repeat and recurring income. On 19 May 2022, a recommended offer was announced for HomeServe from Hestia Bidco Limited, an indirect subsidiary of funds advised or managed by affiliates of Brookfield Infrastructure Partners L.P., which ascribes an equity value of £4.1 billion to HomeServe.
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