Whitbread PLC (the "Company" or "Whitbread") is pleased to announce that at the General Meeting of the Company, held on 6 December 2019, ordinary resolutions to approve the revised Directors' Remuneration Policy and the draft rules of the Restricted Share Plan (the "RSP") were decided on a poll and passed by shareholders.
Details of the resolutions were set out in Whitbread's circular to shareholders dated 13 November 2019 (the "Circular").
Whilst the Board is pleased that the remuneration policy has been supported by the majority of shareholders, it is acknowledged that a number of shareholders voted against the proposal. The Board recognises that arriving at a position on remuneration that can meet the approval of all shareholders is very hard to do. It has therefore undertaken an extensive consultation with a significant proportion of shareholders. The Board believes that this proposal is the best structure to provide strong alignment with shareholders' interests and the delivery of the Company's ambitious long-term plan to create value by investing in the UK and expanding internationally. The Board appreciates that restricted stock plans are, as yet, relatively uncommon and practice is evolving. However, as a result of the introduction of this new policy, including a reduction in pension contributions, there will be a substantial reduction in the pay opportunity for the senior executive team. In the circumstances, the Board believes that a vote of 70% in favour is an acceptable outcome and is committed to continuing its constructive discussions and engagement with all of Whitbread's shareholders.
At the voting record time, the Company had 146,820,280 ordinary shares in issue, of which 13,119,718 ordinary shares were held in treasury. Therefore, the total number of voting rights in the Company was 133,700,562.
The number of votes for and against each resolution, and the number of votes withheld are as follows:
% of ISC VOTED
1.To approve the revised Directors' Remuneration Policy
2.To approve the adoption of the Whitbread Restricted Share Plan
*Votes withheld are not votes in law and are not counted in the calculation of the proportion of votes "For" and "Against" the resolution.
A copy of the resolutions passed will be submitted to the National Storage Mechanism (the "NSM") and will be available for inspection on the NSM's website at www.morningstar.co.uk/uk/nsm. The result will also be made available for viewing on Whitbread's website at www.whitbread.co.uk.
Andrew Grant / David Allchurch / Jessica Reid, Tulchan Communications | +44 (0) 20 7353 4200
For photographs and video please visit Whitbread's media library at www.whitbread.co.uk/media
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