Compass Group PLC

AGM Information • Feb 3, 2022

National Storage Mechanism | Additional information

RNS Number : 6588A

Compass Group PLC

03 February 2022

Legal Entity Identifier (LEI) No. 2138008M6MH9OZ6U2T68

COMPASS GROUP PLC          

ANNUAL GENERAL MEETING - 3 FEBRUARY 2022: POLL RESULTS

The Compass Group PLC Annual General Meeting was held on Thursday 3 February 2022. All resolutions  were decided on a poll and all resolutions proposed at the Meeting were passed.  

The number of votes for and against each of the resolutions, and the number of votes withheld are set out below:

	Details	No. of Votes 'For' & 'Discretionary	%	No. of Votes	%	Total No. of		No. of
Res	'Against'	Votes Cast	% capital voted	Votes
No				Withheld
1	Receive and adopt the Annual Report and Accounts	1,465,155,789	99.98	361,625	0.02	1,465,517,414	82.14%	10,425,407
2	Receive and adopt the Remuneration Policy	973,341,831	67.50	468,571,337	32.50	1,441,913,168	80.81%	34,029,557
3	Receive and adopt the Directors' Remuneration Report	1,288,670,998	87.98	176,100,487	12.02	1,464,771,485	82.09%	11,171,239
4	Declare a final dividend	1,474,047,821	99.87	1,875,838	0.13	1,475,923,659	82.72%	20,652
5	Elect Palmer Brown	1,471,551,845	99.71	4,321,236	0.29	1,475,873,081	82.72%	69,644
6	Elect Arlene Isaacs-Lowe	1,474,369,104	99.90	1,499,614	0.10	1,475,868,718	82.72%	74,007
7	Elect Sundar Raman	1,468,423,573	99.50	7,445,889	0.50	1,475,869,462	82.72%	73,263
8	Re-elect Ian Meakins	1,448,467,541	98.52	21,817,034	1.48	1,470,284,575	82.40%	5,658,150
9	Re-elect Dominic Blakemore	1,464,909,358	99.26	10,967,700	0.74	1,475,877,058	82.72%	65,667
10	Re-elect Gary Green	1,475,419,211	99.97	450,389	0.03	1,475,869,600	82.72%	73,125
11	Re-elect Carol Arrowsmith	1,454,102,104	98.53	21,767,496	1.47	1,475,869,600	82.72%	73,221
12	Re-elect Stefan Bomhard	1,460,046,964	99.34	9,633,804	0.66	1,469,680,768	82.37%	6,261,957
13	Re-elect John Bryant	1,440,072,038	97.57	35,794,372	2.43	1,475,866,410	82.72%	75,678
14	Re-elect Anne-Francoise Nesmes	1,466,193,491	99.34	9,673,702	0.66	1,475,867,193	82.72%	75,508
15	Re-elect Nelson Silva	1,468,445,428	99.50	7,421,620	0.50	1,475,867,048	82.72%	75,677
16	Re-elect Ireena Vittal	1,203,513,173	89.06	147,778,352	10.94	1,351,291,525	75.73%	124,650,602
17	Re-appoint KPMG LLP as Company's auditors	1,469,094,407	99.54	6,821,199	0.46	1,475,915,606	82.72%	26,523
18	Authorise the Audit Committee to agree the Auditor's remuneration	1,475,323,216	99.96	593,453	0.04	1,475,916,669	82.72%	28,283
19	Political donations	1,390,481,392	94.24	84,935,954	5.76	1,475,417,346	82.69%	527,163
20	Authority to allot shares	1,348,686,832	91.38	127,220,675	8.62	1,475,907,507	82.72%	36,112
21	Authority to allot shares for cash*	1,403,219,047	95.18	71,033,675	4.82	1,474,252,722	82.63%	1,689,407
22	Additional authority to allot shares for cash in limited circumstances*	1,385,161,829	93.96	89,090,893	6.04	1,474,252,722	82.63%	1,689,407
23	Authority to purchase shares*	1,456,029,607	98.81	17,498,118	1.19	1,473,527,725	82.59%	2,415,894
24	Reduce general meeting notice periods*	1,375,578,022	93.20	100,337,900	6.80	1,475,915,922	82.72%	27,095

* Passed as a special resolution.

The Board of Compass Group PLC is pleased to note that all resolutions were passed at today's AGM and we welcome the substantial support of the Company's shareholders for all the resolutions proposed.

In respect of the proposed changes to our Remuneration Policy (Resolution 2), the Board was pleased that over two-thirds of shareholders were supportive of the new Remuneration Policy. The Board acknowledges that some shareholders did not vote in favour of this resolution, i.e., to align the quantum of LTIP awards for executive directors to bring our remuneration to market levels, to increase the level of shareholding requirement for executive directors and to introduce the mandatory deferral of a proportion of annual bonus earned by executive directors in future.  In developing the Remuneration Policy, the Remuneration Committee consulted extensively with our largest shareholders, investor representative groups and proxy agencies. The Remuneration Committee received helpful feedback during that engagement process, including indications of support from the majority of those consulted.

For the reasons set out in the Annual Report, the Remuneration Committee continues to believe that the new Remuneration Policy is balanced and is fully aligned to the interests of Compass and our shareholders. Accordingly, the new Remuneration Policy will take effect for three years and will be implemented by the Remuneration Committee.

However, we remain committed to an open and transparent dialogue with our shareholders, and so we will seek to engage further with shareholders to understand their concerns. We will publish an update on this engagement within six months of the AGM.

Votes 'withheld' have not been included in the calculation of whether a resolution is carried.  Percentages have been rounded to two decimal places.

A copy of the above results will shortly be available in the investor section of the Company's website

www.compass-group.com.

A copy of all of the Resolutions passed, will be submitted to the National Storage Mechanism and in due course will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

As at the close of business on 1 February 2022, the issued share capital was 1,785,403,977 ordinary shares of 11 1/20 pence each of which 1,148,924 were held as treasury shares and the total number of voting rights in respect of these ordinary shares (excluding treasury shares) was 1,784,255,053 each ordinary share having one vote.

ENDS

Enquiries:                             Alison Yapp, Group General Counsel & Company Secretary

Investors/Analysts:              Agatha Donnelly

Note to Editors: Compass Group PLC is a world leading food service company, which generated annual revenues of £18.1 billion in the year to 30 September 2021.  It operates in 45 countries and employs and engages around 480,000 people. The Company specialises in providing food and a range of support services across the core sectors of Business & Industry, Healthcare & Senior Living, Education, Sports & Leisure and Defence, Offshore & Remote, with an established brand portfolio.

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