AGM alert: M&S, Kingfisher, Saga

The decision of Marks & Spencer Group (LSE:MKS) not to pay executive bonuses after an “extraordinary” year for the retailer will be among the areas of focus for shareholders at next month’s AGM.

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Stuart Machin still received £4 million in relation to the 2025/26 financial year, which was driven by share price growth on the value of long-term incentives granted in 2023.

His pay package fell from £7 million the year before as executives and Marks & Spencer’s remuneration committee agreed not to pay bonuses in light of last year’s cyber attack.

While recognising that the leadership team “worked harder than ever”, the committee said the bonus decision took into account factors including the shareholder experience.

Machin wrote in the annual report: “This was an extraordinary year for M&S. We stayed focused on our customers and colleagues while working incredibly hard to recover our business, and we came out stronger.”

Marks & Spencer

When: 11am, Tuesday 7 July.

Where: Held at and broadcast from Waterside House, 35 North Wharf Road, London, W2 1NW.

How to participate: The digitally-enabled event will again be hosted by the radio and television presenter and journalist Anita Anand. The deadline to vote online and pre-submit questions in advance of the AGM is 11am, Friday 3 July. More AGM details can be found here.

Who’s in the chair? Retail turnaround specialist Archie Norman was appointed in 2017. The company’s non-executive directors recently agreed to extend his M&S tenure by a further three years in order to ensure continuity for the company’s Reshaping for Growth plan. His fees for the chairman’s role in 2025/26 amounted to £692,000.

How did the company do in the year to 28 March? Sales excluding Ocado Retail rose 1.9% to £14.2 billion, with food up 7% and the fashion, home and beauty division down 7.7%. The significant operational impact from April’s cyber incident meant adjusted profit before tax fell 23.8% to £671.4 million, although the second-half figure improved 4.1% year-on-year.  The temporary pause in online trading and systems access, which disrupted stock flow and restricted availability, meant operating profit in the fashion division slid 55% to £213.4 million. Group adjusted earnings per share dropped 25.4% to 23.8p, while net debt increased to £2.4 billion from £1.8 billion. A final dividend of 3p a share is due to be paid on 10 July, increasing the total for the year by 16.7% to 4.2p a share.

What has the chairman said? Writing in the annual report, Norman said there has rarely in the history of M&S been a time where the regulatory environment has been less friendly to growth and investment. He added that the company’s tax burden increased substantially in the year. “Our role is to sail into the wind and ride the waves. The impact has however been felt more keenly by smaller competitors and the result is reflected in the continued decline of many high streets and town centres across the country.” Norman added that the objective to build a greater M&S for the decades to come was “not always a fashionable idea in this era of short term shareholder returns”. He added: “Because there have been so many false dawns in the history of M&S however, it is important we keep our feet on the ground: our tone will remain factual and at times understated as we seek to establish confidence in our programme.”

How have shares performed? Down 8% to 326p (367.2p on Thursday).

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How much is the boss paid? Stuart Machin’s total remuneration of £3.97 million fell from £7 million the year before. This reflects the impact of the cyber attack after management and the remuneration committee agreed that no bonus scheme should operate in relation to 2025/26. The previous year’s bonus amounted to £1.6 million based on 97% of the maximum opportunity. The 78.8% vesting of long-term incentives contributed £3.05 million to Machin’s total for this year, including £1.4 million due to share price appreciation over the three years. His base salary is due to increase in July by 5% to £908,979.

Why was the annual bonus pulled? The remuneration committee said careful consideration was given to the “exceptional commitment and leadership” demonstrated by the management team during a period of significant challenge, “recognising that they worked harder than ever” to lead the business through the aftermath of the cyber attack. However, it concluded that, in the circumstances, and having particular regard to the experience of shareholders, it would not be appropriate to make a bonus payment in respect of 2025/26.

How was the vesting of long-term incentives determined? The outcome was based on adjusted earnings per share, return on capital employed, relative total shareholder return (TSR) and delivery of strategic objectives. M&S achieved a TSR of 146% compared to 48% for the FTSE 100 index and 5% for its peer group over the same three-year period.

What about staff remuneration? Over 5,500 members of the 2022 ShareSave scheme benefited from the performance of M&S shares over the last three years, realising an average gain of £5,900. M&S said £70 million investment in pay for UK retail staff meant customer assistants’ pay increased by 6.4% to £13.41 an hour, and £14.74 in London.

Is the remuneration policy changing? Small changes are planned, including an increase in the CEO’s shareholding requirement from 250% to 300% of salary and from 200% to 250% for other executive directors. The remuneration committee is also seeking flexibility to scale down bonus deferral where shareholding requirements are met. The CEO’s maximum opportunity for this year’s annual bonus will continue to be 200% of salary, with performance measured 70% against adjusted pre-tax profit and the rest on individual objectives. He will be granted 2026 long-term incentives equivalent to 250% of salary, which will be subject to the same metrics as previous years. The policy was last approved at the 2023 AGM with 97.74% of votes in favour.

How did last year’s AGM go? The annual remuneration report was approved with 95.07% of votes in favour.

How’s the company doing on diversity? Female board representation is 60%, including two senior roles. One director identifies as being from an ethnic minority background.

Kingfisher

When: 10am, Friday, 26 June.

Where: No.11, Cavendish Square, London W1G 0AN.

How to participate: Proxy voting instructions and questions in advance of the meeting should be submitted by 10am, Wednesday 24 June. More AGM details can be found here.

Who’s in the chair? Claudia Arney joined the Kingfisher (LSE:KGF) board in November 2018 and has held the role since June 2024. She began her career at McKinsey & Company before positions at Pearson, Goldman Sachs and HM Treasury.

How did the company do in the year to 31 January? Total sales lifted 1.3% on a reported basis to £12.9 billion, with underlying like-for-like sales up 1.4% following market share gains by B&Q, Screwfix, Brico Depot and Castorama. The company reported “significant progress” expanding its trade proposition, with sales reaching £3.9 billion for 23% growth. Adjusted pre-tax profit of £560 million rose 6% and earnings per share by 14.9% to 23.8p. A final dividend of 8.6p a share is due on 3 July, resulting in an unchanged total of 12.4p a share.

How have shares performed? Up 35% to 331.5p (282.2p on Thursday).

How much was the boss paid? Thierry Garnier’s total remuneration rose to £3.94 million, up from £2.3 million the year before. The amount included £1.38 million after the annual bonus scheme paid 73.8% of the maximum opportunity. The 42.6% vesting of long-term incentives granted in 2023 contributed £1.4 million, including £246,700 as a result of share price growth.

What about this year’s pay? Garnier’s salary for this year has increased by 2.5% to £959,600. It was announced in May after the publication of the annual report that he is leaving after seven years in order to take up a role running Dutch supermarket chain Ahold Delhaize. He has a 12-month notice period, during which time he will continue as CEO and board member.

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How was variable pay determined? Adjusted profit was between target and stretch before an adjustment for the implementation of technology, which was not anticipated when annual bonus goals were set. This meant a 100% result for the 40% of the bonus determined by profit, with the adjustment impacting the overall bonus outturn by seven percentage points. Between threshold and target was achieved for like-for-like sales growth, while individual measures accounted for the remaining 20% of the scorecard. Vesting under the long-term incentive scheme was driven by relative total shareholder return and performance on climate change and sustainability measures, with no result for earnings per share and return on capital.

How did last year’s AGM go? The annual remuneration report got 99.54% support, while the new three-year remuneration policy was backed with 99.19% of votes in favour after Kingfisher proposed no significant changes to the remuneration structure.

How’s the company doing on diversity? The percentage of board positions held by women at the end of the financial year was 37.5%, including two senior roles. At least one member of the board is from an ethnic minority background.

Saga

When: 11am, Tuesday 30 June.

Where: Herbert Smith Freehills Kramer, Exchange House, Primrose Street, London, EC2A 2EG.

How to participate: The deadline for the receipt of online or postal voting forms for direct shareholders is 11am, Friday 26 June. More AGM details can be found here.

Who’s in the chair? Roger De Haan, who was Saga (LSE:SAGA)’s 11th employee in 1965 and became chief executive in 1984, returned to the business as non-executive chair in 2020. His parents started operating holidays for older people in the early 1950s when they wanted to fill their seaside hotel in Folkestone in the off-peak season. He said in the 2025/26 annual report: “This year is our 75th birthday and it is particularly fitting that this is also the year in which we returned to the FTSE 250. Saga is a business with a great heritage and the progress we have made this year has been built on the enduring principles that have long defined us.”

How did the company do in the year to 31 January? The specialist in travel and insurance products and services for people over 50 lifted revenues by 12% to £660 million. Underlying profit rose 19% to £44.2 million while the company swung to a pre-tax profit of £2.1 million from a loss of £160.2 million the year before. Net debt reduced 16% to £499.5 million as available operating cash flow rose 88% to £205.9 million. Strategic highlights included a debt refinancing and the July 2025 sale of Saga’s insurance underwriting business to Ageas, which removed all underwriting risk from the group and cut complexity and volatility. The focus on debt reduction meant there was no dividend in relation to the 2025/26 financial year.

How have shares performed? Up 319% to 520p (530p on Thursday).

How much was the boss paid? Mike Hazell’s total remuneration improved to £2.2 million, up from £1.89 million the year before. This included the maximum annual bonus of £922,500 and £615,000 from the face value of a Restricted Share Plan award due to vest in three years time.

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What about this year’s pay? A 13.8% increase has taken Hazell’s salary to £700,000. Saga said the move recognised his outstanding performance since appointment in November 2023 and the pivotal role he has played leading Saga’s turnaround. The remuneration committee added: “This is evidenced by the significant increase in the company’s share price over the year and Saga’s return to the FTSE 250, reflecting shareholder confidence in leadership, our strategy and Saga’s prospects.” It points out that his salary remains below the £750,110 awarded to his predecessor at the time of his departure in 2023. Hazell’s maximum bonus opportunity is 150% of salary, alongside a long-term Restricted Share Plan award set at 100% of salary.

How was variable pay determined? The assessment of performance against the financial targets of underlying pre-tax profit and net debt resulted in an outcome of 70% out of the maximum 70%. The reminder of the annual bonus was based on personal objectives.

How did last year’s AGM go? The new three-year remuneration policy got 99.63% support. Changes included the removal of the Saga Transformation Plan, which was introduced in 2020 and provided participants with a portion of the value above a stretching hurdle over a five-year period. A 20% reduction to the Restricted Share Plan award as a result of the STP was removed for future awards. The annual remuneration report received 99.56% of votes in favour.

How’s the company doing on diversity? Female board representation at the end of January was 29%, below the 40% recommendation of the FTSE Women Leaders Review. In addition, Saga does not meet the requirement that at least one senior role is held by a woman. One non-executive director identifies as being from an ethnically diverse background.