Result of AGM
Mears Group PLC announced that all resolutions were duly passed at its Annual General Meeting, with strong shareholder support for the adoption of the audited accounts for the year ended 31 December 2025, the Directors' Remuneration Policy, and the annual report on remuneration. The company also received approval for proposed amendments to its Long Term Incentive Plan, the re-appointment of PricewaterhouseCoopers LLP as auditor, and the authorisation for directors to fix auditor remuneration. Furthermore, shareholders approved the declaration of a final dividend of 11.90p per ordinary share and authorised the board to allot shares and equity securities, as well as to make market purchases. Most director re-election and election resolutions also passed with significant majorities, though Jim Clarke and Nick Wharton saw a higher percentage of votes against their re-election.
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Mears Group PLC held its Annual General Meeting ("AGM") earlier today. In summary, all resolutions were duly passed on a poll. The results of each resolution are as follows:
| Resolution | Votes For | Votes Against | Votes withheld | Total votes cast | Percentage of issued share capital voted |
|---|---|---|---|---|---|
| 1 THAT the audited accounts for the year ended 31 December 2025, together with the Directors' and Auditor's Reports thereon, be received and adopted. | 41,287,456 | 2,902 | 380,367 | 41,290,358 | 99.99% |
| 2 THAT the Directors' Remuneration Policy contained on pages 80 to 89 of the Annual Report and Accounts for the financial year ended 31 December 2025 be approved. | 39,592,492 | 1,842,505 | 235,728 | 41,434,997 | 95.55% |
| 3 THAT the annual report on remuneration contained on pages 77 to 100 (excluding the Directors' Remuneration Policy) of the Annual Report and Accounts for the financial year ended 31 December 2025, be approved. | 41,638,205 | 30,961 | 1,559 | 41,669,166 | 99.93% |
| 4 THAT the proposed amendments to the rules of the Mears Group Long Term Incentive Plan be approved. | 41,436,958 | 231,449 | 2,318 | 41,668,407 | 99.44% |
| 5 THAT PricewaterhouseCoopers LLP ("PwC") be re-appointed as auditor of the Company. | 41,656,852 | 11,821 | 2,052 | 41,668,673 | 99.97% |
| 6 THAT the Directors be authorised to fix the remuneration of the auditor. | 41,665,425 | 4,484 | 816 | 41,669,909 | 99.99% |
| 7 THAT a final dividend of 11.90p per ordinary share for the year ended 31 December 2025 be declared payable on 9 July 2026 to all members whose names appear on the Company's register of members as at 19 June 2026. | 41,667,595 | 2,902 | 228 | 41,670,497 | 99.99% |
| 8 THAT Jim Clarke be re-elected as a Director. | 39,581,880 | 2,087,652 | 1,193 | 41,669,532 | 94.99% |
| 9 THAT Lucas Critchley be re-elected as a Director. | 41,576,875 | 92,657 | 1,193 | 41,669,532 | 99.78% |
| 10 THAT Andrew Smith be re-elected as a Director. | 41,576,722 | 92,810 | 1,193 | 41,669,532 | 99.78% |
| 11 THAT Angela Lockwood be re-elected as a Director. | 41,008,842 | 660,065 | 1,818 | 41,668,907 | 98.42% |
| 12 THAT Nick Wharton be re-elected as a Director. | 39,399,556 | 2,269,976 | 1,193 | 41,669,532 | 94.55% |
| 13 THAT Clare Tickell be elected as a Director. | 41,661,793 | 6,027 | 2,905 | 41,667,820 | 99.99% |
| 14 THAT the Board be and is hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company. | 39,752,028 | 1,901,224 | 17,473 | 41,653,252 | 95.44% |
| 15 THAT, subject to the passing of Resolution 14, the Board be and is hereby authorised, pursuant to Section 570 of the Act, to allot equity securities. | 41,605,045 | 65,207 | 473 | 41,670,252 | 99.84% |
| 16 THAT the Company be generally and unconditionally authorised for the purposes of Section 701 of the Act to make market purchases. | 41,289,774 | 39,873 | 341,078 | 41,329,647 | 99.90% |
| 17 THAT the Company be and is hereby generally and unconditionally authorised to hold general meetings (other than an annual general meeting) on 14 clear days' notice from the date of the passing of this resolution. | 39,967,003 | 1,703,406 | 316 | 41,670,409 | 95.91% |
Notes:
- Votes 'For' include those votes giving the Chairman discretion.
- The number of ordinary shares in issue on 3 June 2026 was 84,620,550. Shareholders are entitled to one vote per share.
Full details of the resolutions are set out in the Notice of Annual General Meeting dated 17 April 2026, which is available on the Company's website at https://www.mearsgroup.co.uk/meetings-voting/2026-notice-of-annual-general-meeting.
Resolutions 1 to 14 were ordinary resolutions, requiring more than 50% of shareholders' votes to be cast in favour of the resolutions. Resolutions 15 to 17 were special resolutions, requiring at least 75% of shareholders' votes to be cast in favour of the resolutions.
A copy of all the resolutions passed at the Annual General Meeting has been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.