AGM alert: AB Foods, Bellway, Softcat

New pay deals for running Primark owner Associated British Foods (LSE:ABF) and IT firm Softcat (LSE:SCT) will need the approval of shareholders when the companies hold their AGMs next month.

AB Foods said the increase in George Weston’s long-term incentive opportunity is significant but points out that the need arises because its historical approach has been very conservative.

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At Softcat, the remuneration of chief executive Graham Charlton has the potential to be much more lucrative after the company proposed a big uplift in his variable pay opportunity.

This will be in addition to a 15% hike in his base salary as the FTSE 250-listed company seeks a one-off correction in order to more fairly reflect the size of Softcat and scope of the role.

A new remuneration policy is also being proposed at housebuilder Bellway (LSE:BWY), which holds its AGM later this month. It is reverting to the use of performance shares for its long-term incentives, only a year after shareholders approved a scheme with greater certainty of vesting. 

Associated British Foods

When: 11am, Friday, 5 December.

Where: QEII Centre, Broad Sanctuary, Westminster, London SW1P 3EE.

How to participate: The AGM venue is a new one for the company. A live broadcast is available for shareholders unable to attend the meeting, although it will not be possible to ask questions or vote using this facility. Questions can be submitted in advance by post or email, with the deadline for the return of proxy voting instructions no later than 11am, Wednesday 3 December. More AGM details can be found here.

Who’s in the chair? Michael McLintock, the former M&G chief executive, has been in the role since April 2018.

How did the company do in the year to 13 September? Group revenues of £19.5 billion fell  3% on the previous year at actual exchange rates and by 1% at constant currency. This decline was due principally to a 10% fall in Sugar revenue which more than offset revenue growth in Primark. Adjusted profit before tax fell 13% to £1.7 billion and adjusted earnings per share dropped by 11% to 174.9p. A final dividend of 42.3p a share will be paid on 9 January, resulting in an unchanged total for the year of 63p a share.

How have shares performed? Down 10% to 1,970.5p (2,221p on Thursday).

How much is the boss paid? George Weston’s single figure remuneration for 2025 fell to £3.7 million from £5.7 million the year before. The total included cash and deferred shares worth a total of £765,000 under the company’s short-term incentive plan. Long-term incentives contributed £1.6 million after the underpin for the Restricted Share Plan introduced in 2022 was met. Weston’s base salary is due to increase next month by 3% to £1.29 million. Finance chief Eoin Tonge received total remuneration of £3.6 million for 2024/25, including £888,000 in relation to the buyout of awards at his previous employer Marks & Spencer. His base salary was increased to £942,000 part way through the year in order to take into account his interim responsibilities as Primark chief executive.

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How was variable pay determined? Financial performance measures, specifically adjusted operating profit and working capital, determined 85% of the year’s short-term bonus outcome and scored 23.38% of the maximum opportunity.

What’s in the new remuneration policy? Long-term incentives will continue to be under a Restricted Share Plan (RSP), which provides greater certainty of vesting but a lower maximum grant. This was introduced in the 2022 remuneration policy, which was approved with 92.37% shareholder support. The RSP opportunity in the new policy is set to increase from 125% of salary to 200%. No changes are proposed to the short-term incentive plan but  the remuneration committee is seeking to accommodate “modest” headroom of 50% of salary for both short and long term awards in exceptional circumstances.

Why the increase in RSP opportunity? The company recognises that the RSP increase is significant but points out that the need arises because its historical approach has been very conservative. The proposed move would position remuneration for the chief executive just above the lower quartile and for the finance director at the median of businesses in the top 50 of the FTSE 100. It added that the diversified nature of AB Foods provides a strong justification for retaining the RSP structure over a switch to a performance-based long-term incentive plan.

How did last year’s AGM go? The annual remuneration report was approved with 95.86% of votes in favour.

How’s the company doing on diversity? Board composition continues to meet the recommendations of the Parker Review on ethnic diversity and the FTSE Women Leaders Review. Five of nine board roles are held by women, including one senior position.

Bellway

When: 8.30am, Thursday 27 November.

Where: Woolsington House, Woolsington, Newcastle upon Tyne, NE13 8BF.

How to participate: Proxy voting instructions should be returned no later than 8.30am, Tuesday 25 November. More AGM details can be found here.

Who’s in the chair? Former Redrow chief executive John Tutte was appointed in April 2022.

How did the company do in the year to 31 July? The housebuilder returned to growth, with a 14.3% increase in the number of home completions to 8,749 and improved operating margin of 9%. Operating profit lifted 17.8% to £250.7 million and underlying earnings per share rose by 30.7% to 176.7p. The performance and confidence in Bellway’s prospects means shareholders will receive a final dividend of 49p a share on 14 January, increasing the total for the financial year by 29.6% to 70p.

How have shares performed? Down 13% to 2,490p (2,754p on Thursday).

How much is the boss paid? Jason Honeyman’s total remuneration amounted to £3.2 million, up from £1.7 million the year before and the most paid for the chief executive’s role since 2017. Honeyman’s annual bonus of £1.17 million was based on 97% of the maximum opportunity while the 56.4% vesting of long-term incentives contributed £1.1 million to the overall figure. His base salary for this year has increased 3% to £823,808.

How was variable pay determined? The chief metric used in determining the annual bonus was underlying operating profit, followed by land delivery. The vesting of long-term incentives granted in 2022/23 was driven by total shareholder return and emissions performance, with no vesting for underlying earnings per share or return on capital employed.

How did last year’s AGM go? The annual remuneration report was approved with 98.77% of votes in favour. A new remuneration policy, which replaced the annual grant of long-term performance shares with Restricted Shares, received 94.62% support. Bellway said the switch to Restricted Shares, which have greater certainty of vesting but a lower maximum grant, removed the volatility that Bellway experienced in vesting under its Performance Share Plan. 

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Why is there another remuneration policy vote? A business review following December’s appointment of a new finance chief concluded that Bellway should have a much greater focus on the efficiency of its balance sheet. This means it intends to reduce the capital employed in the business, generate higher cashflow and focus on delivering a higher return on equity, all aimed at improving investor returns. As a result, the company intends to revert to the use of performance shares for its long-term incentives. Grants under the scheme will return to the 200% of salary level that operated in 2023, with performance metrics closely tied to delivery against the new objectives. No other amendments are proposed to the policy.

How’s the company doing on diversity? September’s appointment of non-executive director Gill Barr has increased the gender split of the board to 44% female. At least one senior board position is held by a woman and one director is from a minority ethnic background. 

Softcat

When: 11.30am, Monday 15 December.

Where: Solar House, Fieldhouse Lane, Marlow, Buckinghamshire SL7 1LW.

How to participate: Proxy voting instructions must be returned no later than 11.30am, Thursday 11 December. More AGM details can be found here.

Who’s in the chair? Former Softcat CEO Graeme Watt has led the board since August 2023.

How did the company do in the year to 31 July? Gross profit, which is the company’s primary measure of income, grew by 18.3% to £494.3 million. Underlying operating profit of £180.1 million increased by 16.9%, despite a 19.1% rise in costs. A final ordinary dividend of 20.4p a share is due to be paid on 16 December, increasing the total for the year to 29.3p from 26.6p the year before. A special dividend of 16.1p is due to be paid on the same day, bringing the total amount returned to shareholders since becoming a public company in 2015 to £661.9 million.

How have shares performed? Flat at 1,633p (1,447p on Thursday).

How much is the boss paid? Graham Charlton received total remuneration of £1.75 million, up from £1.6 million for 2024. His annual bonus of £792,500 was based on 90% of the maximum opportunity while the 65% vesting of long-term incentives contributed £334,000.

How was variable pay determined? Underlying operating profit accounted for 80% of the annual bonus outcome, with the rest based on strategic metrics. The maximum earnings per share target was achieved in relation to the vesting of long-term incentives.

What about this year’s remuneration? Charlton’s base pay is planned to increase by 15% to £675,000, with his annual bonus opportunity set to be 175% of salary compared with 150% previously and within the current remuneration policy’s limit of 200%. Softcat said the one-off correction in pay was needed to more fairly reflect the size of Softcat and scope of the role and experience of its executive directors.

What’s in the new remuneration policy? Charlton’s long-term incentive opportunity increases to 225% from the 150% implemented in recent years. The maximum overall limit under the proposed new policy is set to increase to 275% of salary in order to provide flexibility and headroom in exceptional circumstances. Other changes include a reduction in bonus deferral, as long as the 225% of base salary shareholding requirement is met.

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Why the changes? Since its IPO in 2015, Softcat’s market value has grown from £472 million to more than £3 billion at the top end of the FTSE 250. Annual operating profit grew over the same period from £39.6 million to £180.1 million and the company has delivered total shareholder returns of about 900% since IPO. Despite this and 20 consecutive years of gross invoiced income and profit growth, the remuneration policy has not changed materially and actual incentive opportunities for the CEO are lower as a percentage of base salary than they were in 2015. As a result, remuneration opportunities considerably lag other comparable FTSE companies. The changes position remuneration for executive directors just below between median and lower quartile compared to the average of its reference points.

What’s happening with the chair’s fee? A review concluded that Watt’s fee is well below the sums paid by companies of a similar size. The remuneration committee agreed an increase of 17.2% for the current year, followed by a further increase of 7.1% in 2026/27 that will bring the chairman’s fee to £300,000. 

How did last year’s AGM go? The annual remuneration report was approved with 98.40% of votes in favour.

How’s the company doing on diversity? The board comprises 57.1% women, including two directors in senior positions. The company meets the recommendation set by the Parker Review on ethnic diversity.