AGM alert: M&S, Sainsbury’s, IAG, JD Sports

There's a queue of FTSE 100 big hitters ready to hold their annual general meetings, and shareholders will find it a lot easier to get their voices heard this time.

14th June 2024 13:53

Graeme Evans from interactive investor

The campaign by Marks & Spencer Group (LSE:MKS) to improve levels of shareholder engagement will continue next month when the retailer holds another digital-first AGM.

The company believes that its broadcast event on 2 July is the best way for directors to interact and engage with the widest range of shareholders, having seen participation levels increase considerably since its last in-person meeting.

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Other initiatives have included the reset of its Shareholder Panel, which it established in 2016. The mostly digital meetings have increased in frequency, providing more shareholders with the opportunity to share their views and find out more about different aspects of the business.

As part of this year’s AGM arrangements, M&S is again providing interactive investor customers with their own unique link enabling them to engage and participate in the meeting.

By joining the meeting online via the Lumi website, shareholders will be able to watch the broadcast live, vote and ask questions. However, M&S has said there will be seats available at the broadcast location if shareholders wish to attend in person.

This year’s annual meeting takes place against the backdrop of continued trading progress after annual profits jumped to £716.4 million and the company resumed dividend payments.

Marks & Spencer

When: 11am, Tuesday 2 July.

Where: Broadcast from M&S’ Waterside House Support Centre.

How to participate: This will be a digital-first event, hosted by the radio and television presenter and journalist Anita Anand. The company has about 122,000 shareholders, including 88,000 with fewer than 1,000 shares. For a second year, M&S is providing shareholders on the ii platform with their own unique link enabling them to engage and participate in the AGM.

By joining the meeting online via the Lumi website, shareholders will be able to watch the broadcast live, vote and ask questions. Those who wish to attend the AGM in person should register their intention to do so in advance, with places allocated on a first-come first-served basis. Proxy voting instructions must be returned no later than 11am, Friday 28 June. More details, including an AGM video guide, can be found here.

Who’s in the chair? Archie Norman, who was appointed in 2017, has overseen the transformation of a number of major British businesses including Kingfisher, Asda and Energis.

How did the company do in the year to 30 March? Revenues of £13.1 billion improved 9.4% on the year before, driven by Food up 13% and Clothing & Home sales up 5.3%. Profit before tax and one-off items of £716.4 million compared with £453.3 million in the prior year. Adjusted earnings per share rose 45.6% to 24.6p. Norman said in the annual report: “This year saw growth in sales, market share and profit in almost all our main markets and a much strengthened financial position. We believe however, that we are in the foothills of what we can achieve.” A final dividend of 2p a share is due for payment on 5 July, resulting in 3p for the year.

How have shares performed? Up 60% to 265.1p in the year to March (296.9p on Thursday).

How much is the boss paid? Stuart Machin’s base salary is set to increase next month by 3% to £848,720. His total remuneration for 2023/24 amounted to £4.7 million, up from £2.7 million the year before and the most received by the company’s chief executive in the past decade. The figure included cash and deferred shares worth £1.6 million after the annual bonus scheme paid 96% of the maximum opportunity. The 90% vesting of long-term incentives contributed £2.2 million. Co-chief executive Katie Bickerstaffe, who is stepping down from the board next month, received total remuneration of £4.4 million.

How were the variable pay awards assessed? Adjusted profits, which account for 70% of the annual bonus, came in well above the maximum performance target of £550 million. The vesting of the long-term incentives granted in 2021/22 was based on the maximum result for final year adjusted earnings per share and return on capital employed, as well as the company’s ranking on total shareholder return.

How did last year’s AGM go? The new three-year remuneration policy was approved with a vote in favour of 97.74%. This provides scope for the company to grant long-term incentive shares worth up to 300% of salary, although the level for the chief executive in the current financial year is 250% and will be subject to the usual three-year performance period. The annual remuneration report was approved with 97.83% support.

What’s the view of voting agencies? Glass Lewis recommends shareholders vote in favour of the annual remuneration report.

How’s the company doing on diversity? The gender split of the board is 55% female, with one director from a minority ethnic background.

Sainsbury’s

When: 11am, Thursday 4 July.

Where: 33 Holborn, London, EC1N 2HT.

How to participate: Sainsbury (J) (LSE:SBRY) shareholders can attend the AGM virtually to view a live broadcast of the meeting, vote online and submit questions to the board. Those wishing to attend in person should register no later than 5.30pm on Tuesday, 2 July. Proxy voting instructions must be returned no later than 10am, Tuesday 2 July. More AGM details can be found here.

Who’s in the chair? Former Deloitte partner Martin Scicluna, who previously chaired the boards of RSA Insurance and Great Portland Estates, joined as a non-executive director in 2018 and took on the role of chair in March 2019.

How did the company do in the year to 2 March? Volume-driven grocery sales growth of 9.4% offset a 6.4% fall in clothing sales, leading to a 6.8% increase in overall retail sales to £30.6 billion. Weaker general merchandise profits and the impact of higher funding costs in financial services limited growth in underlying profit to 1.6% at £701 million. Earnings per share fell 3.9% to 22.1p. Plans to pay 9.2p a share on 12 July means an unchanged total dividend of 13.1p.

How have shares performed? Down 6% to 249.4p in the year to March (258.2p on Thursday).

How much is the boss paid? Simon Roberts last month received a 4% pay rise, taking his basic salary to £979,524. His total remuneration for 2023/24 amounted to £4.9 million, down from the previous year’s £5.2 million, and including cash and deferred shares worth £2 million based on the maximum bonus opportunity. The performance measures used were split 50% profit, 20% retail free cash flow with the rest comprising staff, customer and individual objectives. The 70% vesting under the long-term incentive plan contributed £1.8 million to the final figure.

How did last year’s AGM go? The binding vote on the new three-year remuneration policy received a 99.12% vote in favour, while the annual remuneration report got 98.84% support.

What’s the view of voting agencies? Glass Lewis recommends shareholders vote in favour of the annual remuneration report.

How’s the company doing on diversity? The board is compliant with the Parker Review on ethnic diversity and diversity targets outlined in the Hampton-Alexander Review. Four out of nine directors are women and one from an ethnic minority background.

International Airlines Group

When: 12 noon (CET), Wednesday 26 June.

Where: Edificio Mutua Madrileña, Paseo de la Castellana, Madrid.

How to participate: International Consolidated Airlines Group SA (LSE:IAG)'s meeting will be held in a hybrid format, with shareholders and their proxy representatives having the ability to attend either in person or remotely. Proxy voting instructions should be returned no later than midnight on 25 June. More AGM details can be found here.

Who’s in the chair? Former Bacardi Group chief executive Javier Ferrán has held the role since June 2019. He also leads the board of Diageo.

How did the company do in 2023? Capacity at the owner of airlines including British Airways, Iberia and Aer Lingus recovered to 95.7% of 2019 levels, with more than 115 million passengers flown. Operating profit before exceptional items of 3.5 billion euros (£3 billion) compared with 1.2 billion euros the year before and 3.2 billion euros in 2019. Strong cash flow generation reduced the net debt-to-earnings ratio to 1.7 times from 3.1 times in 2022. There was no dividend payment in the year.

How have shares performed? Up 25% to 155p in 2023 (167.05p on Thursday).

How much is the boss paid? Chief executive Luis Gallego’s base salary increased 4% at the start of this year, taking it to £886,912. His total remuneration for 2023 rose to £3.1 million, up from £2.6 million the year before due to 2021’s first award under IAG’s Restricted Share Plan. This has contributed about £632,000, which will be subject to a two-year holding period post its vesting this month. The annual bonus scheme generated cash and deferred shares worth £1.41 million, based on 82.9% of the maximum opportunity. The annual incentive award was based 60% on the measure of operating profit before exceptional items, 20% on customer service, 10% on carbon efficiency and 10% on strategic and personal objectives.

How is remuneration policy changing? The current policy, which received 93.53% support at the 2021 AGM, was developed when the group was significantly impacted by the biggest crisis the airline industry has ever faced. A review has found it remains the right framework for aligning executive and shareholders interests. Proposed minor amendments include the reduction of the annual incentive deferral from 50% to 20%, but only if the executive in question has met the shareholding requirement.

How did last year’s AGM go? The annual remuneration report was approved with 90.09% of votes in favour.

What’s the view of voting agencies? Glass Lewis recommends shareholders vote in favour of the annual remuneration report.

How’s the company on diversity? The gender split of the board is 45% female, including one in a senior role. There is one director from a ethnic minority background.

JD Sports Fashion

When: 10am, Thursday 4 July.

Where: Addleshaw Goddard LLP, One St. Peter’s Square, Manchester, M2 3DE.

How to participate: Proxy voting instructions should be returned by 10am, Tuesday 2 July. JD Sports Fashion (LSE:JD.) shareholders wishing to receive a response to a question in advance of this deadline should contact the company by 10am, Friday 28 June. More AGM details can be found here.

Who’s in the chair? Andrew Higginson, who was appointed in 2022, previously held senior leadership roles at Tesco over a period of 15 years and was chair of Morrisons from January 2015 until its private equity takeover in November 2021.

How did the company do in the 53 weeks to 3 February? Revenues of £10.4 billion rose 2.7% on the comparative 52-week period, including like-for-like sales growth of 3.8%. The company ended the period with 3,317 stores worldwide, 73 fewer than at the start. Adjusted profits of £912.4 million fell 8%, in line with guidance given in January, and earnings per share declined 9.1% at 12.14p. A dividend of 0.6p a share is due to be paid on 12 July, resulting in an increase for the year of 12.5% to 0.9p.

How have shares performed? Down 39% to 113p in the year to February (122.05p on Thursday).

How much is the boss paid? Régis Schultz, who joined the board in September 2022, received a 2.1% pay rise in April, taking his base salary to £1.07 million. His total remuneration for 2023/24 amounted to £1.6 million, which included an annual bonus of £395,000 based on 19% of the maximum opportunity. Neil Greenhalgh, who left the board in October after 20 years with the group, got £477,322 from the vesting of long-term incentives granted in 2021.

What about long-term incentive awards? A refreshed executive pay approach was approved by shareholders in December 2022, bringing the company in line with FTSE 100 market practice. Under this new policy, an award of long-term incentives worth 200% of salary has been made to executive directors which will vest in October 2026 subject to performance conditions. An award of shares worth 100% of salary has also been made to Schultz in respect of the 2023 financial year as part of his contractual entitlement shortly after joining JD Sports. Its vesting is subject to a profit underpin of £994.5 million at the end of a three-year performance period starting on 30 January 2022. Long-term incentive awards that were not granted in 2022/23 as a result of board changes and the ongoing review of remuneration policy were made in October.

How did last year’s AGM go? The annual remuneration report was approved with 98.06% of votes in favour. This compared with 72.29% and 68.5% support over the two previous years, which reflected long-standing shareholder concerns around the use of cash-based incentives in the previous remuneration structure.

What’s the view of voting agencies? Glass Lewis recommends shareholders vote in favour of the annual remuneration report.

How’s the company doing on diversity? The gender split is 41.7% female, including one senior director. One member of the board is from an ethnic minority background.

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