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Board notes size of rebellion

FirstGroup chairman quits despite board surviving coup

FirstBus

Transport company defeated a move to install new directors


 

Transport company FirstGroup’s chairman Wolfhart Hauser has resigned despite the board surviving an attempted coup by an activist shareholder.

Shareholders at today’s special meeting voted against Coast Capital’s attempt to take control of the bus and train company by defeating all of the resolutions that were put to today’s meeting.

On average, other shareholders voted more than 4 to 1 against Coast Capital’s resolutions. Coast particularly sought the replacement of the chairman and chief executive and was supported by at least two other big shareholders.

In the second of two statements after today’s meeting – called by Coast – the board said that Mr Hauser will not stand for re-election at the AGM on 25 July. David Robbie, a non-executive director, will become interim chairman and will oversee the selection of a new one, it said. One person who attended said Mr Hauser refused to speak to the media after the meeting.

He later issued a statement, in which he said: “Having renewed the board through the appointment of independent directors with a diverse range of skills and expertise focused on the future of mobility services and overseen the appointment of Matthew Gregory as chief executive and Ryan Mangold as chief financial officer to drive delivery of the strategy, it is now time for me to move on.

“I am confident that the clear path forward laid out for the group in our strategy announcement on 30 May is the best way to deliver enhanced sustainable value to all shareholders, and that the Board and management team will execute these plans at pace.”





In its first statement, the board said it accepted that more than 20% of shareholders voted in favour of several resolutions against its recommendation.

It said it “takes seriously its responsibility to understand shareholders’ opinions and will continue to engage with our investors over the coming weeks to discuss any views they may have, as reflected in the votes on those resolutions, as part of its ongoing programme of engagement.

“We welcome the support from, and engagement we have had with, our shareholders over recent weeks. The board is confident that the clear path forward for the business that was announced on 30 May 2019 is the right strategy to deliver enhanced sustainable value to all shareholders.

“The board also believes it has the right management to execute this strategy effectively and at pace. This team is committed to unlocking value for shareholders and, under [chief executive] Matthew Gregory’s leadership, is already delivering the operational progress and momentum that will be the foundation for FirstGroup’s future direction.”

Resolution FOR AGAINST TOTAL WITHHELD
No. of Votes % of Votes No. of Votes % ofVotes No. of Votes No. of Votes
a. That Wolfhart Gunnar Hauser be and is with effect from the end of the meeting removed as a director of the Company. 297,518,781 29.33 716,798,141 70.67 1,014,316,922 2,210,603
b. That Matthew Gregory be and is with effect from the end of the meeting removed as a director of the Company. 253,698,435 25.15 755,140,465 74.85 1,008,838,900 7,688,625
c. That Imelda Mary Walsh be and is with effect from the end of the meeting removed as a director of the Company. 316,638,360 31.39 692,174,521 68.61 1,008,812,881 7,714,644
d. That Stephen William Lawrence Gunning be and is with effect from the end of the meeting removed as a director of the Company. 253,060,305 25.09 755,651,678 74.91 1,008,711,983 7,815,542
e. That James Frank Winestock be and is with effect from the end of the meeting removed as a director of the Company. 459,649,808 45.57 549,099,102 54.43 1,008,748,910 7,778,615
f. That Martha Cecilia Poulter be and is with effect from the end of the meeting removed as a director of the Company. 253,057,834 25.09 755,648,248 74.91 1,008,706,082 7,821,443
g. That any person appointed as a director of the Company since the date of the requisition (excluding for the avoidance of doubt, Ryan Mangold) of the general meeting of the Company at which this resolution is proposed, and who is not one of the persons referred to in the resolutions numbered (a) to (f) (inclusive) above, be and is with effect from the end of the meeting removed as a director of the Company. 154,783,870 15.35 853,886,788 84.65 1,008,670,658 7,856,867
h. That Steven John Norris be and is hereby appointed as an additional director of the Company (and the maximum number of directors of the Company be increased to the extent necessary for such purpose). 368,820,591 36.36 645,417,831 63.64 1,014,238,422 2,289,103
i. That Bob Vincent Stefanowski be and is hereby appointed as an additional director of the Company (and the maximum number of directors of the Company be increased to the extent necessary for such purpose). 364,142,233 35.90 650,107,292 64.10 1,014,249,525 2,278,000
j. That David Robert Martin be and is hereby appointed as an additional director of the Company (and the maximum number of directors of the Company be increased to the extent necessary for such purpose). This resolution was not put to the General Meeting as the Company did
not receive confirmation from Mr David Martin of his willingness to be appointed as a director of the Company. Accordingly, Mr Martin was not eligible to be appointed as a director of the Company at the General
Meeting
k. That Jim Edward Compton be and is hereby appointed as an additional director of the Company (and the maximum number of directors of the Company be increased to the extent necessary for such purpose). 215,317,265 21.23 798,956,792 78.77 1,014,274,057 2,253,468
l. That Elizabeth Jill Filkin be and is hereby appointed as an additional director of the Company (and the maximum number of directors of the Company be increased to the extent necessary for such purpose). 154,613,429 15.24 859,673,459 84.76 1,014,286,888 2,240,637
m. That Patricia Carol Barron be and is hereby appointed as an additional director of the Company (and the maximum number of directors of the Company be increased to the extent necessary for such purpose). 162,532,604 16.02 851,742,620 83.98 1,014,275,224 2,252,301
n. That Uwe Rolf Doerken be and is hereby appointed as an additional director of the Company (and the maximum number of directors of the Company be increased to the extent necessary for such purpose). 364,800,967 35.97 649,435,293 64.03 1,014,236,260 2,291,265

Votes “For” and “Against” are expressed as a percentage of votes received. A “Vote withheld” is not a vote in law and is not counted in the calculation of the votes “For” and “Against” a resolution. Votes were cast for a total of 1,016,527,525 ordinary shares of 5 pence per share, representing 83.69% of the total number of votes capable of being cast at the AGM. The Company’s issued share capital as at today’s date is 1,214,819,144 ordinary shares and the number of votes per share is one. The Company held 157,229 shares in Treasury, which do not carry any voting rights. Each of the resolutions were proposed as ordinary resolutions.



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