But agm result raises shareholders’ concerns over chairman Paul Moody
Cardfactory’s agm has seen ceo Darcy Willson-Rymer re-elected as a director with 99.93% of the votes cast – but there are questions over Paul Moody’s continued chairmanship, with almost a quarter voting against his re-election.
At the annual general meeting yesterday, 20 June, held at the greeting card retail giant’s Wakefield HQ, the annual reports and accounts were passed with 210,410,294 votes, 99.99% of those cast, as only 12,502 voted against and 3,000 were withheld, while the dividend was agreed on similar numbers, 99.98% in favour at 210,384,716 to 41,080 against while none were withheld.
The resolution to re-elect Darcy went through easily, with 210,270,820 voting in favour – 99.93% of votes cast – 141,124 voted against and 13,852 votes were withheld.
For non-executive chairman Paul, who has been in post since October 2018, 46,122,288 votes were against him being re-elected, 24.87%, while 75.13% of the vote, a total of 139,359,039, were in favour with 24,944,469 votes withheld.
And the statement issued by Cardfactory after the meeting said: “The board notes that, although it was approved, Resolution 3 on the reappointment of Paul Moody (chairman) as a director, received less than 80% support and, accordingly, we will engage with shareholders to fully understand shareholder concerns, and provide an update on further consultations within six months of today’s AGM in accordance with the UK Corporate Governance Code.”
Chief financial officer Matthias Seegar and non-independent non-executive director Nathan Lane were re-elected with high voting tallies of 99.95% each while independent non-executive directors Indira Thambiah and Robert McWilliam stay with 93.60% and 93.59% of the vote respectively.
Roger Whiteside stepped down from the board at the end of the meeting, and will be succeeded by Pam Powell as senior non-executive director with her appointment taking effect from today, 21 June, and she will join the company’s remuneration, audit and risk, and nomination committees.
The chairman thanked Roger on the board’s behalf for his “significant contribution” over the past six years in supporting Cardfactory’s strategic evolution and commercial growth.
He added: “Roger has consistently brought constructive challenge, fresh perspective and his significant retail and leadership experience to the Board. His valuable expertise and wise counsel around the board table will be missed.”
Paul welcomed Pam, who currently holds no shares in the company, to the board and said she “brings extensive non-executive and consumer-facing executive experience, invaluably within vertically-integrated businesses, both nationally and internationally”.
The company has 346,859,000 ordinary shares in issue currently, with valid poll cards made in respect of 210,425,796 shares representing 60.7% of the issued share capital.
The agm also saw all the other resolutions passed including the renewal of Cardfactory’s long-term incentive plan and the save as you earn scheme, with over 99% of the vote for each except for the directors’ renumeration policy which had 96% approval.
