6-K 1 a3075m.htm RESULT OF AGM a3075m
 
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington DC 20549
 
 
FORM 6-K
 
 
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 AND 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 
For 07 May 2020
 
 
InterContinental Hotels Group PLC

(Registrant's name)
 
 
Broadwater Park, Denham, Buckinghamshire, UB9 5HJ, United Kingdom
(Address of principal executive offices)
 
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
 
Form 20-F           Form 40-F
 
 
Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
 
 
Yes           No
 
 
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): Not applicable
 
 
 
 
 
EXHIBIT INDEX
 
99.1
Result of AGM dated 07 May 2020
 
 
 
 
 
 
 
Exhibit No: 99.1
 
 
INTERCONTINENTAL HOTELS GROUP PLC
 
Results of 2020 Annual General Meeting
 
The Annual General Meeting of InterContinental Hotels Group PLC was held on Thursday 7 May 2020.
 
All resolutions set out in the Notice of Meeting were duly passed by way of a poll.  The number of votes for and against each of the resolutions put before the Annual General Meeting and the number of votes withheld were as follows:
 
RESOLUTION
VOTES FOR
%
VOTES AGAINST
%
TOTAL VOTES
% of ISC
VOTES WITHHELD
1
Report and Accounts 2019
148,239,046
100.00%
3,707
0.00%
148,242,753
81.16
374,228
2
Directors' Remuneration Policy
112,098,213
77.14%
33,210,269
22.86%
145,308,482
79.55
3,308,499
3
Directors' Remuneration Report 2019
143,279,761
96.49%
5,212,375
3.51%
148,492,136
81.30
124,844
4(a)
Election of Arthur de Haast as a Director
146,129,901
98.35%
2,458,726
1.65%
148,588,627
81.35
28,354
4(b)
Re-election of Keith Barr as a Director
148,193,170
99.73%
397,943
0.27%
148,591,113
81.35
25,868
4(c)
Re-election of Anne Busquet as a Director
147,996,823
99.60%
593,509
0.40%
148,590,332
81.35
26,649
4(d)
Re-election of Patrick Cescau as a Director
143,382,751
96.83%
4,687,611
3.17%
148,070,362
81.07
546,619
4(e)
Re-election of Ian Dyson as a Director
144,001,240
97.68%
3,415,910
2.32%
147,417,150
80.71
1,199,831
4(f)
Re-election of Paul Edgecliffe-Johnson as a Director
148,146,942
99.70%
444,792
0.30%
148,591,734
81.35
25,247
4(g)
Re-election of Jo Harlow as a Director
144,718,686
97.39%
3,872,832
2.61%
148,591,518
81.35
25,463
4(h)
Re-election of Elie Maalouf as a Director
148,191,691
99.73%
399,211
0.27%
148,590,902
81.35
26,079
4(i)
Re-election of Luke Mayhew as a Director
145,584,587
97.98%
3,004,847
2.02%
148,589,434
81.35
27,547
4(j)
Re-election of Jill McDonald as a Director
147,516,361
99.27%
1,077,669
0.73%
148,594,030
81.35
22,951
4(k)
Re-election of Dale Morrison as a Director
147,371,364
99.18%
1,221,490
0.82%
148,592,854
81.35
24,127
5
Reappointment of Auditor
145,960,098
98.22%
2,640,703
1.78%
148,600,801
81.36
16,179
6
Remuneration of Auditor
148,258,445
99.77%
337,003
0.23%
148,595,448
81.35
21,533
7
Political donations
144,609,078
97.34%
3,958,414
2.66%
148,567,492
81.34
49,489
8
Amendment of Long Term Incentive Plan Rules
112,262,970
77.26%
33,038,347
22.74%
145,301,317
79.55
3,315,664
9
Allotment of shares
136,607,513
91.94%
11,983,493
8.06%
148,591,006
81.35
25,975
10
Disapplication of pre-emption rights
148,073,121
99.89%
165,077
0.11%
148,238,198
81.16
378,783
11
Further disapplication of pre-emption rights
147,492,976
99.50%
742,121
0.50%
148,235,097
81.16
381,883
12
Authority to purchase own shares
147,848,504
99.50%
743,410
0.50%
148,591,914
81.35
25,066
13
Notice of General Meetings
141,151,661
94.99%
7,449,168
5.01%
148,600,829
81.36
16,152
14
Adoption of new Articles of Association
148,557,418
99.98%
22,404
0.02%
148,579,822
81.34 
37,159
  
During 2019, the Remuneration Committee consulted extensively with IHG's largest shareholders, proxy advisors and shareholder representative organisations on the proposed Directors' Remuneration Policy (Resolution 2) and increase to the maximum award limits under the Long Term Incentive Plan rules (Resolution 8).  
 
The Board was pleased to note that 77.14% of shareholders voted in support of the proposed Policy. Accordingly, the Policy will take effect for three years from 2020, and will be implemented by the Remuneration Committee in an appropriate manner in the context of the evolving economic environment.
 
The Board acknowledges that some shareholders had concerns with the Policy, in part due to the provision for an increased potential Long Term Incentive Plan (LTIP) maximum award, with 22.86% of shareholders voting against Resolution 2 and 22.74% voting against Resolution 8. The Board believes that the commercial rationale for this increase is critical to the retention and development of talent in order to drive the long-term success of the business.  
 
As noted in the 2020 Notice of AGM, awards for the 2020/22 LTIP cycle will be made at the historical level of 205%, rather than at the increased maximum level of 350% (CEO) and 275% (other Executive Directors) provided for under the approved Policy. This award will be subject to the existing discretion of the Remuneration Committee to adjust the formulaic outcomes at vesting to ensure alignment with business results.
 
The Board will engage with shareholders in relation to these matters in the coming months. As part of this consultation, the Board will, as required by the Corporate Governance Code, seek to understand the reasons behind the votes against the Policy, and will provide an update within six months of the Annual General Meeting.
 
Notes:
 
1.   The 'For' vote includes those giving the Chair discretion.
 
2.   Votes 'Withheld' are not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
 
3.   Resolutions 10 to 14 are special resolutions.
 
4.   IHG's total issued share capital consists of 187,717,720 ordinary shares of 20 340/399 pence each, of which 5,061,408 ordinary shares are held in treasury. The total number of voting rights in the Company is 182,656,312.
 
5.   Copies of the resolutions passed, other than resolutions concerning ordinary business, will be submitted to the UK Listing Authority via the National Storage Mechanism and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
 
Unless otherwise defined herein, terms used in this announcement shall have the meaning given to them in the Notice of Meeting.
 
 
For further information, please contact:
Investor Relations (Stuart Ford; Matt Kay; Rakesh Patel)
+44 (0)1895 512 176
+44 (0)7527 419 431
Media Relations (Yasmin Diamond; Mark Debenham)
+44 (0)1895 512 097
+44 (0)7527 424 046
 
Notes to Editors:
 
IHG® (InterContinental Hotels Group) [LON:IHG, NYSE:IHG (ADRs)] is a global organisation with a broad portfolio of hotel brands, including Six Senses Hotels Resorts Spas, Regent Hotels & Resorts, InterContinental® Hotels & Resorts, Kimpton® Hotels & Restaurants, Hotel Indigo®, EVEN® Hotels, HUALUXE® Hotels and Resorts, Crowne Plaza® Hotels & Resorts, voco™, Holiday Inn® Hotels & Resorts , Holiday Inn Express®, Holiday Inn Club Vacations®, avid™ hotels, Staybridge Suites®, Atwell Suites™, and Candlewood Suites®.
 
IHG franchises, leases, manages or owns approximately 5,900 hotels and nearly 882,000 guest rooms in more than 100 countries, with almost 2,000 hotels in its development pipeline. IHG also manages IHG® Rewards Club, our global loyalty programme, which has more than 100 million enrolled members.
 
InterContinental Hotels Group PLC is the Group's holding company and is incorporated in Great Britain and registered in England and Wales. More than 400,000 people work across IHG's hotels and corporate offices globally.
 
Visit www.ihg.com for hotel information and reservations and www.ihgrewardsclub.com for more on IHG Rewards Club. For our latest news, visit: https://www.ihgplc.com/en/news-and-media and follow us on social media at: https://twitter.com/ihgcorporate, www.facebook.com/ihgcorporate and www.linkedin.com/company/intercontinental-hotels-group.
 
 
 
 
 
 
 
 
SIGNATURES
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
InterContinental Hotels Group PLC
 
 
(Registrant)
 
 
 
 
By:
/s/ F. Cuttell
 
Name:
F. CUTTELL
 
Title:
ASSISTANT COMPANY SECRETARY
 
 
 
 
Date:
07 May 2020