2026 AGM Poll Results
Headlam Group plc announced that all resolutions were passed at its Annual General Meeting, with the Annual Report and Accounts receiving 99.83% of votes for and the re-appointment of PWC LLP as auditor receiving 99.87% of votes for. However, the remuneration policy received 27.27% of votes against, and the re-election of Stephen Bird received 43.34% of votes against, prompting the Board to engage with shareholders to understand these concerns and provide an update within six months.
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The Board of Headlam Group plc announces that all the resolutions put to its shareholders at the AGM held on 20 May were duly passed by the requisite majorities on a poll. The results of the poll for each resolution are shown below.
The results will shortly be available on the Company's website www.headlam.com and in accordance with the UK Listing Rules, a copy of all resolutions other than resolutions concerning ordinary business at the Annual General Meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
| Resolution | Votes For (including discretionary votes) | Votes Against | Votes Withheld | Total Votes Cast (excluding Votes Withheld) | ||||
|---|---|---|---|---|---|---|---|---|
| No. of Votes | % of votes cast | No. of Votes | % of votes cast | No. of Shares | No. of Votes | % of Issued Share Capital ** | ||
| 1. | Receive the Annual Report and Accounts | 54,611,718 | 99.83% | 95,439 | 0.17% | 756 | 54,707,157 | 67.65% |
| 2. | Approve the Remuneration Report | 49,216,313 | 92.62% | 3,919,830 | 7.38% | 1,571,770 | 53,136,143 | 65.70% |
| 3. | Approve the Remuneration Policy | 38,646,440 | 72.73% | 14,489,101 | 27.27% | 1,572,372 | 53,135,541 | 65.70% |
| 4. | Elect Rob Barclay | 52,460,188 | 95.93% | 2,227,461 | 4.07% | 20,264 | 54,687,649 | 67.62% |
| 5. | Elect Richard Jones | 52,460,188 | 95.93% | 2,227,461 | 4.07% | 20,264 | 54,687,649 | 67.62% |
| 6. | Elect Nick Kelsall | 49,950,888 | 91.34% | 4,736,761 | 8.66% | 20,264 | 54,687,649 | 67.62% |
| 7. | Elect Wilf Walsh | 49,950,888 | 91.34% | 4,736,761 | 8.66% | 20,264 | 54,687,649 | 67.62% |
| 8. | Re-elect Stephen Bird | 29,999,827 | 56.66% | 22,946,087 | 43.34% | 1,761,999 | 52,945,914 | 65.47% |
| 9. | Re-elect Jemima Bird | 36,268,947 | 66.30% | 18,438,966 | 33.70% | - | 54,707,913 | 67.65% |
| 10. | Re-elect Karen Hubbard | 36,268,947 | 66.30% | 18,438,966 | 33.70% | - | 54,707,913 | 67.65% |
| 11. | Re-appoint PWC LLP as the Auditor | 54,495,513 | 99.87% | 69,862 | 0.13% | 142,538 | 54,565,375 | 67.47% |
| 12. | Authorise the Directors to determine Auditor's remuneration | 52,361,459 | 95.80% | 2,294,116 | 4.20% | 52,338 | 54,655,575 | 67.58% |
| 13. | Authorise allotment of shares | 49,461,041 | 90.42% | 5,239,616 | 9.58% | 7,256 | 54,700,657 | 67.64% |
| 14. | Disapply pre-emption rights (General) * | 47,940,465 | 87.64% | 6,760,192 | 12.36% | 7,256 | 54,700,657 | 67.64% |
| 15. | Disapply pre-emption rights (Acquisition or Capital Investment) * | 47,939,039 | 87.64% | 6,761,618 | 12.36% | 7,256 | 54,700,657 | 67.64% |
| 16. | Authorise purchase of own shares * | 51,012,176 | 93.24% | 3,695,737 | 6.76% | - | 54,707,913 | 67.65% |
| 17. | Call general meetings on 14 days' notice * | 53,146,976 | 97.15% | 1,560,937 | 2.85% | - | 54,707,913 | 67.65% |
* Indicates a special resolution requiring a 75% majority of votes cast
** Excludes treasury shares
Notes:
1 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.
2 As at the voting record date, Headlam had 85,639,209 ordinary shares in issue, of which 4,767,467 were held in treasury .
3 To calculate the total votes cast as a percentage of shares in issue, treasury shares were excluded.
The Board has taken note of the percentage of votes cast against resolutions 3, 8, 9 and 10. In accordance with provision 4 of the UK Corporate Governance Code (the 'Code'), the Board will continue to engage with relevant shareholders to understand their views on the voting outcome on these resolutions, and will provide an update within six months of the AGM, in accordance with the Code.
The Board thanks shareholders for their engagement ahead of the AGM and throughout the year, and remains fully committed to ongoing engagement.
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