Foxtons AGM Approves Key Resolutions Despite Shareholder Concerns

Foxtons held its AGM yesterday, where most resolutions were passed, except for resolutions 15 and 16. There was also major opposition to resolutions 13 and 14.

The board committed to continuing an open and transparent dialogue with the company’s shareholders, pledging to engage with those concerned shareholders who voted against these resolutions to further understand their views and address any specific concerns.

The company plans to provide an update within six months, adhering to the UK Corporate Governance Code.

Resolution * indicates Special Resolution	For (No. of shares)	For (%)	Against (No. of shares)	Against (%)	Votes Withheld (No. of shares)	Total issued share capital instructed
1. To receive the Annual Report and Accounts.	220,565,058	100.00%	3,862	0.00%	383,936	220,952,856
2. To declare a final dividend of 0.95 pence per ordinary share.	181,222,179	82.02%	39,724,722	17.98%	5,955	220,952,856
3. To approve the Annual Statement from the Remuneration Committee Chair and the Annual Report on Remuneration.	220,771,700	99.93%	153,625	0.07%	27,531	220,952,856
4. To re-elect Annette Andrews as a Director.	203,657,715	92.20%	17,228,651	7.80%	66,490	220,952,856
5. To re-elect John (known as Jack) Callaway as a Director.	203,711,529	92.20%	17,222,818	7.80%	18,509	220,952,856
6. To re-elect Guy Gittins as a Director.	220,814,310	99.95%	120,556	0.05%	17,990	220,952,856
7. To re-elect Christopher Hough as a Director	220,816,031	99.97%	68,835	0.03%	67,990	220,952,856
8. To re-elect Nigel Rich as a Director.	184,315,847	83.43%	36,618,500	16.57%	18,509	220,952,856
9. To re-elect Peter Rollings as a Director	216,504,832	98.02%	4,381,534	1.98%	66,490	220,952,856
10. To re-elect Rosie Shapland as a Director.	203,663,548	92.18%	17,272,818	7.82%	16,490	220,952,856
11. To re-appoint BDO LLP as auditors of the Company.	220,872,928	99.99%	17,938	0.01%	61,990	220,952,856
12. To authorise the Audit Committee to determine the remuneration of the Company’s auditors.	220,879,447	99.97%	67,454	0.03%	5,955	220,952,856
13. To authorise the Company to make political donations.	165,667,774	75.40%	54,050,082	24.60%	1,235,000	220,952,856
14. To authorise the Directors to allot ordinary shares.	141,952,998	67.50%	68,335,248	32.50%	11,955	210,300,201
15. To authorise the disapplication of pre-emption rights.*	141,777,180	67.43%	68,486,009	32.57%	27,012	210,290,201
16. To authorise the additional disapplication of pre-emption rights.*	141,602,776	67.35%	68,660,413	32.65%	27,012	210,290,201
17. To authorise the Company to purchase its own ordinary shares.*	219,594,527	99.99%	17,906	0.01%	1,340,423	220,952,856
18. To authorise the Company to hold general meetings on not less than 14 clear days’ notice.*	203,441,476	92.08%	17,505,425	7.92%	5,955	220,952,856

Significant Votes Against Resolutions

Resolution 13 – The Company does not give any money for political purposes in the UK nor does it make any donations to UK political organisations or incur UK political expenditure. However, in line with UK market practice, the authority is requested as a precautionary measure as the definitions of political donations and political expenditure used in the UK Companies Act 2006 are very wide, to ensure that the Company does not inadvertently breach the relevant provisions of the UK Companies Act.

Resolution 14 – The allotment authority under Resolution 14 falls within the Investment Association’s Share Capital Management Guidelines and was consistent with the approach taken by the Company at the prior AGM.

Resolutions 15 and 16 – The authority to disapply pre-emption rights under Resolutions 15 and 16 falls within the Pre-Emption Group’s Statement of Principles, as revised in November 2022, and was consistent with the approach taken by the Company at the prior AGM. The Company notes that one of its larger shareholders is not supportive of this authority as a matter of general policy.