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At Informa plc's (Informa) annual meeting on 16 June 2022, a staggering 71.3% of votes were against the publishing company’s remuneration report. Although Informa’s report failed to pass, such votes are advisory. This means that, unlike the binding votes of the remuneration policy, which require a company to put forward a new policy at a general meeting later in the year if it falls short of majority support, for failing reports companies can merely acknowledge the dissent as indicative of investors’ displeasure on remuneration matters and subsequently disclose an update outlining any actions taken by the company to remedy this.

In addressing the shareholder dissent in its disclosed AGM results, Informa’s board referred to ‘decisions made in and through the height of the COVID pandemic, the outcomes of which were reflected for a final year and a final time within the 2021 Remuneration Report’.

It is likely that Informa’s reference to decisions ‘made over two years ago in 2020 during a period of pressure and uncertainty’, alludes to the company’s decision to replace its 2018–20 remuneration policy, which had been during the height of the coronavirus (COVID-19) pandemic at the company’s AGM in June 2020, with a new policy and Equity Revitalisation Plan (ERP), which was proposed and approved at a general meeting on 23 December 2020. This new policy proved even more controversial than the temporary extension of the former policy, 40.6% opposition to it compared to 35.1% votes against the extended policy.

The new policy and ERP saw the company the remuneration metrics for its 100+ senior executives from a long-term incentive plan/short-term incentive plan structure to Restricted Stock Purchase Agreements:

‘The Board strongly believes that over this next period, a simplified approach that aligns the Colleague community and Leadership Team as closely to Shareholders as possible will produce the best results, with the emphasis on driving value into the Group’s equity and long-term equity ownership.

The Board believes the historical approach to the Group’s remuneration, using significant in-year STIPs and multi-metric LTIPs, is no longer as relevant to driving growth and revitalising value. Furthermore, the medium-term uncertainty created by COVID-19, the availability of a vaccine and the return to full travel, creates a challenge in setting relevant and specific long-term targets for most of the next three years.

Therefore, the Board has concluded that over this next period, a simplified approach that puts the emphasis on equity value and retained equity ownership, executed through Restricted Share Plan Awards (“RSPAs”) is the most effective way to create close alignment with Shareholders and a strong focus on Growth and Equity Revitalisation.’

During the coronavirus pandemic, Informa also its dividend and managed to raise £1bn from shareholders under a conditional placing, which may further explain the scale of the revolts.

This is the second year in a row that Informa’s remuneration report has fallen short of majority support, with 61.7% of votes being against at its 2021 AGM. In the disclosed after its 2021 AGM, the company had the following to say regarding shareholder engagement following the investor dissent against its report:

‘As the 2021 AGM results indicate, a range of shareholders, for a range of specific, principled and technical reasons, were unable to fully support the Company's chosen approach to remuneration, which we adopted through the COVID-19 pandemic. A majority of shareholders did support the introduction of the 2021-2023 Equity Revitalisation Plan in December, which is now effective and inflight, and a majority also supported the reappointment of the Remuneration Committee at this AGM, albeit at a variety of levels around and below the 80% threshold.

Consequently, the Company has initiated a new consultation with shareholders on its next approach to remuneration, including on a new Remuneration Policy to follow the 2021-2023 Equity Revitalisation Plan. This consultation will take place during the period between the 2021 and 2022 AGMs, ensuring as many shareholders as possible are able to provide feedback and input on a future approach to remuneration that aligns as closely as possible with the balance of shareholder views.’

Although dissent against the 2022 report was even higher than that of 2021, the shareholder engagement was not without success. Informa’s new 2022 remuneration policy to replace the controversial ERP was by shareholders with 93.5% support and dissent against the company’s Remuneration Committee chair, Helen Owers, also declined slightly, from 21.9% in 2021 to 20.2% in 2022.

Finally, a repeat of 2021’s revolt against the re-election of Stephen Davison was avoided, with Informa’s 2022 voting results noting that the resolution had been withdrawn due to Davison’s ‘appointment as chair of Calnex Solutions plc earlier this week and his decision not to stand for re-election to the Informa Board’.

2022 AGM season—investor dissent against remuneration reports

Although no other FTSE 350 company has seen a revolt against its remuneration report the size of Informa’s, the 2022 AGM season has seen its fair share of dissent against reports. Both Coca-Cola HBC AG and Whitbread plc also saw significant levels of opposition against their reports this month ( and respectively). According to the Market Tracker database, three remuneration reports have failed to pass and 19 passed, albeit with significant (at least 20%) opposition. This gives a total of 22 significant no votes against reports so far during the 2022 AGM season. The 2022 AGM season is defined as the AGMs held by FTSE 350 companies with a financial year end from 1 April 2021 to 31 March 2022. To be included, issuers must have been listed on the FTSE 350 at the date of the end of their financial year.

The average level of dissent against remuneration reports so far during the 2022 AGM season is 36.3%. In comparison, our analysis of the 2021 AGM season discerned 37 significant no votes against reports, with an average dissent of 33.0%.

A comprehensive analysis of the 2022 AGM season will be provided in our upcoming Market Tracker AGM Trend Report.