Result of AGM
Tortilla Mexican Grill PLC announced that all resolutions presented at its Annual General Meeting were passed, with strong shareholder support. The audited accounts for the 52 weeks ended 28 December 2025 were approved with 99.99% of votes cast in favour, and the Remuneration Report received 99.85% approval. All proposed director elections and re-elections, including those for Duncan Garrood, Brandon Stephens, Richard Haley, Usman Ali, Gregor Grant, and Marta Porgroszewska, passed with over 99.85% of votes in favour. The appointment of Haysmac LLP as auditors and the authorisation of the Audit Committee to determine their remuneration also received overwhelming support, with 99.84% and 99.97% of votes cast respectively. Resolutions authorising directors to allot shares, disapply pre-emption rights, and purchase own shares were also approved, with percentages ranging from 99.78% to 99.99% in favour.
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Tortilla confirms that all resolutions put to the Annual General Meeting ("AGM") today were duly passed on a poll. The table below gives details of the votes received by the Company for each resolution put to the AGM:
| No. | RESOLUTION | VOTES FOR (incl. discretionary) | FOR (% of votes cast) | VOTES AGAINST | AGAINST (% of votes cast) | TOTAL VOTES CAST (excl. votes withheld) | % of ISSUED SHARE CAPITAL VOTED | VOTES WITHHELD |
|---|---|---|---|---|---|---|---|---|
| 1 | To receive the audited annual accounts of the Company together with the Directors' and auditors' report for the 52 weeks ended 28 December 2025 | 21,670,064 | 99.99% | 1,365 | 0.01% | 21,671,429 | 56.05% | 25,990 |
| 2 | To approve the Remuneration Report | 21,661,998 | 99.85% | 32,831 | 0.15% | 21,694,829 | 56.11% | 2,590 |
| 3 | To elect Duncan Garrood as a Director of the Company | 21,663,432 | 99.86% | 31,397 | 0.14% | 21,694,829 | 56.11% | 2,590 |
| 4 | To re-elect Brandon Stephens as a Director of the Company | 21,663,433 | 99.86% | 31,396 | 0.14% | 21,694,829 | 56.11% | 2,590 |
| 5 | To elect Richard Haley as a Director of the Company | 21,663,432 | 99.86% | 31,397 | 0.14% | 21,694,829 | 56.11% | 2,590 |
| 6 | To re-elect Usman Ali as a Director of the Company | 21,662,857 | 99.85% | 31,972 | 0.15% | 21,694,829 | 56.11% | 2,590 |
| 7 | To elect Gregor Grant as a Director of the Company | 21,663,367 | 99.86% | 31,397 | 0.14% | 21,694,764 | 56.11% | 2,655 |
| 8 | To elect Marta Porgroszewska as a Director of the Company | 21,663,417 | 99.86% | 31,297 | 0.14% | 21,694,714 | 56.11% | 2,705 |
| 9 | To appoint Haysmac LLP as auditors | 21,660,807 | 99.84% | 34,522 | 0.16% | 21,695,329 | 56.11% | 2,090 |
| 10 | To authorise the Audit Committee to determine the auditors' remuneration | 21,665,072 | 99.97% | 5,757 | 0.03% | 21,670,829 | 56.05% | 26,590 |
| 11 | To authorise the Directors to allot shares | 21,662,998 | 99.85% | 31,686 | 0.15% | 21,694,684 | 56.11% | 2,735 |
| 12 | To authorise the Directors to disapply statutory pre-emption rights in respect of the Company's issued share capital | 21,647,427 | 99.78% | 47,092 | 0.22% | 21,694,519 | 56.11% | 2,900 |
| 13 | To authorise the Directors to disapply pre-emption rights for purposes of acquisitions or capital investments | 21,647,492 | 99.78% | 47,092 | 0.22% | 21,694,584 | 56.11% | 2,835 |
| 14 | To authorise the Company to purchase its own shares | 21,693,300 | 99.99% | 1,429 | 0.01% | 21,694,729 | 56.11% | 2,690 |
Notes:
- A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" any resolution or the total number of votes cast.
- The number of shares in issue in the Company at close of business on 21st August 2026 was 38,664,031. The Company does not hold any shares in treasury. Shareholders are entitled to one vote per ordinary share held in the Company.
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