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Clarkson plc (Clarkson) has a considerable investor revolt against its executive pay at its annual meeting on 11 May 2022, with 37.2% of votes cast against the shipping company’s remuneration report and 23.5% against the re-election of its Remuneration Committee chair, Tim Miller. The AGM also saw a spate of smaller rebellions against the remaining members of Clarkson’s Remuneration Committee, suggesting that some of the company’s investors were not content to limit their ire exclusively to the Committee’s chair this year. Board chair, Laurence Hollingworth, and non-executive directors, Sue Harris and Birger Nergaard, received 19.4%, 17.1% and 16.9% of votes cast against their re-election respectively.

In its disclosed AGM results, Clarkson failed to outline in any detail what it intends to do in response to the shareholder dissent, briefing stating that:

‘The Company notes that resolution 2 to approve the Directors' Remuneration Report and resolution 10 to approve the re-election of the Chair of the Remuneration Committee were passed with approximately 62.77% and 76.54% support respectively. We appreciate the support from most of our shareholders and will continue our engagement over the year ahead.’

In 2021, Clarkson’s chief executive, Andi Case, his remuneration more than double to £6.78m from £3.17m in 2020. Most of this increase was due to an almost tripling of his total variable remuneration from £2.13m in 2020 to £6.15m in 2021. This is as a result of substantial rises in his performance-related bonus and long-term incentives—the former doubling, whereas the latter increased almost ten-fold.

Clarkson is no stranger to investor dissent against its executive pay, with the percentage of votes cast against its remuneration report averaging 40.2% over the past five years. This year’s level of 37.2% was therefore slightly under par in terms of shareholder opposition.

However, there are signs that a minority of shareholders are becoming increasingly impatient in relation to executive pay at the company, with the level of opposition against the Remuneration Committee chair reaching new heights in 2022. 

Clarkson is one of the five FTSE 350 companies to adopt an exclusively ‘virtual’ format for its AGM so far during the 2022 AGM season. Ever since the first entirely virtual meeting at Jimmy Choo plc’s AGM on 15 June 2016, virtual meetings have proved not only controversial on the grounds of corporate governance, but also with regards to corporate law. For more information on this subject, see Practice Notes: and .

Why the company chose to hold its 2022 as a virtual meeting rather than the far more common format among the FTSE 350 of a ‘hybrid’ was the subject of discussion in one of our recent blog posts, which noted the following:

‘Clarkson, which also held virtual AGMs in 2020 and 2021, justified the virtual format of its AGM this year on the grounds of ‘continued uncertainty, and to encourage shareholder participation’. This is despite the fact that coronavirus restrictions in England are no longer in place, and one of the main of virtual meetings from investor bodies is that they meaningful engagement with shareholders, especially for retail investors, and often “inhibit shareholders’ ability to present proposals and escalate concerns”.’

It will be interesting to see if Clarkson also adopts a virtual format for its 2023 AGM and, if so, what reason the company will give for doing so. Perhaps virtual meetings will become the norm for a small number of FTSE 350 companies in the coming years.