JD Sports Fashion Plc Update: 2022 Annual General Meeting Voting Results (3146N)
January 20 2023 - 5:00AM
UK Regulatory
TIDMJD.
RNS Number : 3146N
JD Sports Fashion Plc
20 January 2023
20 January 2023
JD Sports Fashion Plc (the "Company")
JD Sports Fashion plc
Update statement on 2022 Annual General Meeting Voting
Results
At the Company's Annual General Meeting ("AGM") on 22 July 2022,
Resolution 2 (the approval of the Directors' Remuneration Report)
was passed with 72.29% votes in favour.
As stated in the announcement published on the date of the AGM,
the Remuneration Committee led by our newly appointed Remuneration
Committee Chair, Suzi Williams, subsequently engaged with
shareholders to better understand their views.
The primary concern raised related to the incentive structure
and the significant emphasis on cash, particularly in the context
of diluting the efficacy of applying clawback. Reflecting on
shareholder and proxy body feedback and reviewing the existing
Directors' Remuneration Policy ("Policy") and the Company's
remuneration practices over the past few years, the Committee
determined that material changes to the Policy were necessary to
move towards best practice and ensure full compliance with the UK
Corporate Governance Code.
Accordingly, the Committee developed a market standard Policy
that is fit for purpose for a FTSE 100 business, which included the
following key amendments:
-- the introduction of an element of bonus deferral into shares;
-- delivery of shares rather than cash under the Company's long term incentive arrangements;
-- the introduction of shareholding requirements, and;
-- enhanced malus and clawback arrangements.
Illustrating the Committee's commitment to improving corporate
governance in respect of remuneration at the earliest opportunity
and following shareholder consultation, the Policy was put forward
ahead of the usual timescales at a General Meeting on 13 December
2022. The Policy was approved by shareholders with 99.22% votes in
favour based on an 83.7% turnout.
The Board is grateful to those shareholders who took part in the
engagement process and values the feedback provided. The Company
will continue to engage with its largest shareholders on executive
remuneration going forward.
This statement is provided in accordance with Provision 4 of the
UK Corporate Governance Code.
Enquiries:
JD Sports Fashion Plc
Tel: 0161 767 1000
Andy Higginson, Chair
Suzi Williams, Chair of the Remuneration Committee
Nim Cassidy, General Counsel & Company Secretary
FGS Global
Tel: 0207 251 3801
Rollo Head
Jenny Davey
James Thompson
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