Tue 23rd May 2023 - Shareholders approve TRG remuneration policy despite ‘significant’ protest vote Shareholders approve TRG remuneration policy despite ‘significant’ protest vote: Shareholders have approved The Restaurant Group’s remuneration policy despite almost a third voting against the plan while also backing the management team. A total of 65.06% were in favour of the remuneration policy while 54.46% approved the remuneration report. In the run-up to the annual meeting, a number of shareholders, led by activist hedge fund Oasis, criticised chief executive Andy Hornby’s “disproportionate” £674,450 base salary and said the board’s remuneration policy “fails to deliver value and should not continue”. However, some of TRG’s biggest investors came out in support of the management team. Shareholders also approved the re-election of chairman Ken Hanna (76.94%) and remuneration committee chair Zoe Morgan (75.68%). Hornby was also backed by 84.18% of investors. TRG stated: “The board notes that all resolutions were duly approved today. The remuneration policy will now be implemented by the remuneration committee for 2023. It is, however, noted that a significant minority did not support certain of the substantive remuneration resolutions. In particular, resolutions two (the remuneration policy) and three (remuneration report) received votes in favour of 65.06% and 54.46% respectively. Last year, the remuneration committee reviewed the operation and impact of the previous remuneration policy and actively engaged with approximately 60% of the share register (by number of shares). Since that consultation was concluded last November, there has been a material change in the share register, with notably Oasis building up a holding of 12.3% and indicating that it would not support the policy. Nonetheless, our largest shareholder, Columbia Threadneedle, and our third-largest shareholder, Royal London, with a combined holding of around 23%, have confirmed their continuing support for the policy. During April and May, further consultation with more than 70% of our shareholders (by number of shares) occurred and all the feedback received is being reviewed and discussed extensively at remuneration committee meetings. As set out in the directors’ remuneration report, the remuneration committee intends to keep the remuneration policy under active review to ensure it remains appropriate to the group's evolution and aligned to stakeholder interests and will provide an update on that review within the statutory six-month timescale. In particular, it will re-engage with our largest shareholders over the coming months as to whether the restricted share plan should be replaced by some other form of long-term incentive plan in line with the preferences of some shareholders. While resolutions six (re-election of Ken Hanna) and ten (re-election of Zoe Morgan) were passed with a clear majority, the board recognises that there was also a significant vote against these resolutions, with resolution six passing by 76.94% and resolution ten by 75.68%. The board believes that a clear majority of shareholders support the current board and management team as they focus on delivering for the group, but it will continue to engage and consult with shareholders, including those who voted against these resolutions. In accordance with the UK corporate governance code, an update on the views received from shareholders and details of any actions taken by the company will be published within the required six months. A final summary will also be published in the 2023 annual report and accounts.”