5 September 2019
DIXONS CARPHONE PLC
ANNUAL GENERAL MEETING 2019 - POLL RESULTS
The Board of Dixons Carphone plc ('the Company') is pleased to announce that all the resolutions put to its Annual General Meeting held at 11:00am on Thursday 5 September 2019, were duly passed by the requisite majorities on a poll.
The results of the polls were as follows:
|
Resolutions |
Votes For |
Votes Against |
Votes Total |
Issued Share Capital Voted |
Votes Withheld |
|||
|
Number |
% |
Number |
% |
Number |
% |
Number |
||
|
1. |
To receive the Annual Report and Accounts, including the strategic report and the reports of the directors and auditor for the period ended 27 April 2019 |
964,149,291 |
99.99 |
129,414 |
0.01 |
964,278,705 |
82.96% |
935,686 |
|
2. |
To approve the Directors' Annual Remuneration Report |
738,083,754 |
76.54 |
226,263,505 |
23.46 |
964,347,259 |
82.96% |
867,132 |
|
3. |
To approve the Directors' Remuneration Policy |
831,610,451 |
89.26 |
100,031,252 |
10.74 |
931,641,703 |
80.15% |
33,572,688 |
|
4. |
To declare a final dividend of 4.5p per ordinary share |
960,566,776 |
99.52 |
4,643,402 |
0.48 |
965,210,178 |
83.04% |
4,213 |
|
5. |
To elect Eileen Burbidge MBE as a director |
965,101,427 |
99.99 |
81,320 |
0.01 |
965,182,747 |
83.04% |
31,641 |
|
6. |
To re-elect Alex Baldock as a director |
963,353,376 |
99.81 |
1,832,481 |
0.19 |
965,185,857 |
83.04% |
28,531 |
|
7. |
To re-elect Tony DeNunzio CBE as a director |
940,418,094 |
97.52 |
23,894,565 |
2.48 |
964,312,659 |
82.96% |
901,729 |
|
8. |
To re-elect Andrea Gisle Joosen as a director |
949,240,761 |
98.35 |
15,941,102 |
1.65 |
965,181,863 |
83.04% |
32,525 |
|
9. |
To re-elect Lord Livingston of Parkhead as a director |
933,871,949 |
96.76 |
31,312,432 |
3.24 |
965,184,381 |
83.04% |
30,007 |
|
10. |
To re-elect Jonny Mason as a director |
962,449,205 |
99.72 |
2,736,844 |
0.28 |
965,186,049 |
83.04% |
28,339 |
|
11. |
To re-elect Fiona McBain as a director |
962,173,509 |
99.70 |
2,915,952 |
0.30 |
965,089,461 |
83.03% |
124,927 |
|
12. |
To re-elect Gerry Murphy as a director |
934,368,653 |
96.81 |
30,815,795 |
3.19 |
965,184,448 |
83.04% |
29,943 |
|
13. |
To re-appoint Deloitte LLP as auditor of the Company |
929,722,046 |
99.20 |
7,523,435 |
0.80 |
937,245,481 |
80.63% |
27,968,910 |
|
14. |
Authority for the directors to determine the auditor's remuneration |
964,302,295 |
99.91 |
898,544 |
0.09 |
965,200,839 |
83.04% |
13,549 |
|
15. |
Authority to make political donations not exceeding £25,000 in total |
857,710,889 |
92.60 |
68,512,964 |
7.40 |
926,223,853 |
79.68% |
38,990,538 |
|
16. |
To approve the Dixons Carphone Colleague Shareholder Scheme |
964,856,895 |
99.97 |
315,736 |
0.03 |
965,172,631 |
83.04% |
41,757 |
|
17. |
To approve the Dixons Carphone Share Incentive Plan |
964,659,312 |
99.95 |
517,138 |
0.05 |
965,176,450 |
83.04% |
37,938 |
|
18. |
Authority to allot shares |
965,010,811 |
99.98 |
175,238 |
0.02 |
965,186,049 |
83.04% |
28,342 |
|
19. |
Authority to dis-apply pre-emption rights * |
964,998,580 |
99.98 |
172,329 |
0.02 |
965,170,909 |
83.04% |
43,479 |
|
20 |
Authority for the Company to purchase its own shares * |
936,813,988 |
97.08 |
28,136,396 |
2.92 |
964,950,384 |
83.02% |
264,004 |
|
21. |
Authority to call general meetings at short notice * |
951,324,537 |
98.56 |
13,884,975 |
1.44 |
965,209,512 |
83.04% |
4,876 |
* Special Resolutions
Resolution 2 - Remuneration Report
The Board welcomes the 76.54% vote in favour of our Remuneration Report, including the support from most of our largest shareholders. However, despite this vote in favour, the Board acknowledges that a significant minority of shareholders did not support this Resolution.
Over the past year we have engaged extensively with our shareholders and the proxy agencies on our approach to executive remuneration. The views of our shareholders are important to us and the feedback we have received has been helpful. The Committee will seek to consult further with shareholders to understand and discuss the specific rationale for any votes against our report.
The Remuneration Committee recognises that the appropriate incentivisation of a new management team embarking on a major transformation of the business is a difficult judgement.
Our Group Chief Executive and Chief Financial Officer both deferred 100% of their cash bonus for 2018/19 into share awards that will not vest for 2 years. The executives volunteered to do this as they were mindful that the performance of the business and the progress that is being made with the transformation is not reflected in the current share price and this was done in order to align themselves with shareholders.
The Company will continue to seek to consult with its shareholders and will publish an update on this engagement within six months of the 2019 AGM.
Notes:
1. The total number of ordinary shares of 0.1p each in issue on the share register as at the date of meeting was 1,162,360,001 and all of these have voting rights.
2. Percentages above are rounded to 2 decimal places.
3. A vote 'Withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution, the total votes validly cast or the calculation of the proportion of issued share capital voted.
In accordance with Listing Rule 9.6.2R, a copy of the resolutions, other than those concerning ordinary business, passed at the Annual General Meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.
Further information:
Nigel Paterson, Company Secretary and General Counsel
Tel: +44 (0)20 3110 4411
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