Have your say: votes at Tesco, Mothercare, Future, Euromoney

Special dividends, controversial pay schemes and a move to the AIM market are all up for discussion at AGMs and special meetings in the days ahead.

A £5 billion Tesco (LSE:TSCO) special dividend and a controversial pay scheme at magazine publisher Future (LSE:FUTR) will be among the resolutions being put before shareholders next week.

Three further FTSE 250 index companies — Euromoney Institutional Investor (LSE:ERM), Victrex (LSE:VCT) and Grainger (LSE:GRI) — will also hold annual meetings where shareholders will have their once-a-year opportunity to vote on important matters and hold management to account.

Even though the pandemic means there's still no chance of attending meetings in person, companies including Future are hosting webcasts so proceedings can be followed.

Others have procedures in place for filing questions in advance, but shareholders need to be aware there may be a deadline for doing so.

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Recent events show why AGMs matter, with Imperial Brands (LSE:IMB) shareholders last week delivering a robust message to the tobacco's giant board about the salary of new boss Stefan Bomhard. More than 40% of votes were against Imperial's remuneration report, following on from other big votes at JD Sports Fashion (LSE:JD.) and Cineworld (LSE:CINE).

Future: Wednesday, 10th February

Publishing group Future is facing a shareholder revolt over a new long-term bonus scheme that could see its deal-making chief executive Zillah Byng-Thorne get more than £40 million.

Shareholding advisory groups Institutional Investor Services and Glass Lewis are recommending that investors vote against the scheme, which has the potential to pay over £95 million to the company's 2,300 staff after a period of three years.

Byng-Thorne's annual salary also increased by 21% to £575,000 in October to reflect Future's rapid growth since the last salary review in 2018, including entry to the FTSE 250 index. Staff numbers have doubled to more than 2,000 and operating profits have gone from £19 million to £93 million.

The company, which has consulted with 15 of Future's biggest shareholders on issues including the bonus scheme, also saw 25% of votes go against the company's remuneration report at last year's AGM.

This year's meeting takes place at 3.30pm on Wednesday, with shareholders able to follow the proceedings and ask questions through a webcast.

Grainger: Wednesday, 10thFebruary

Property business Grainger, which is the UK's largest listed residential landlord, will conduct its 108th annual general meeting remotely from the FTSE 250 company's head office in Newcastle-upon-Tyne at noon on Wednesday.

Following approval of its remuneration policy at last year's AGM, Grainger has increased base salaries for executive directors by 1.5% from January. The annual bonus will continue to be capped at 140% of salary and the long-term incentive plan for CEO Helen Gordon will be over shares worth up to 200% of salary.

Her total pay package was worth £1.75 million last year, including variable remuneration of £1.1 million. Last year's AGM saw about 2.5% of shareholder votes going against the remuneration report, with 8.9% against the remuneration policy.

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AGM questions submitted by today's deadline will be answered in time for the meeting, with any received after that deadline published as soon as possible after the AGM.

Mothercare: Wednesday, 10th February

Mothercare first listed on the London Stock Exchange in 1972, but with the company now worth just £44 million it is asking shareholders for permission to leave the main market and join AIM.

Once approved, the switch is expected to take effect from 12 March. As well as being a more appropriate home for a small cap, Mothercare noted that AIM trading would have tax benefits for some investors.

The move follows the transformation of the famous retail business into a capital-light, international franchise brand operating in 40 territories.

Chairman Clive Whiley said recently that the company was in better shape than when it entered the pandemic, having completed a refinancing and a five-year funding agreement with trustees of the group's defined benefit pension schemes. Its loss-making UK stores went into administration, replaced by a ten-year franchise agreement with Boots.

Shareholders are required to vote on the delisting and two other resolutions by Monday at 11am.

Tesco: Thursday, 11th February

Tesco usually holds its AGM in June, but in order to approve a £5 billion special dividend the supermarket is holding a meeting at its Welwyn Garden City HQ at 10.30am on Thursday.

The planned 50.93p a share payment stems from the £8.2 billion raised by Tesco from the disposal of operations in Thailand and Malaysia. About £2.5 billion has already gone towards eliminating the funding deficit in its pension scheme, with most of the rest being given back to shareholders for them to spend rather than for the company's own use.

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As the dividend is equivalent to about a fifth of market capitalisation, Tesco needs approval at the meeting to consolidate shares by the same percentage in order to maintain its share price. This will mean 15 new ordinary shares being offered for every 19 held.

The upshot of this consolidation is that the combined value of the special dividend and the new shares will be roughly equivalent to the level of existing shareholdings.

Shareholders on the register by 6pm on Friday 12th and holding the shares the following Monday 15th, which is the ex-dividend date, will receive the dividend by 26 February, amounting to £254.65 for an investor with 500 shares. The deadline for online voting on the special dividend and consolidation is Tuesday at 9.30am.

Euromoney Institutional Investor: Thursday, 11th February 

The AGM includes a vote on Euromoney's remuneration policy, something companies are required to do every three years. As the vote is binding, all subsequent payments to directors must be in accordance with this policy up until February 2024.

The information services business, which is a member of the FTSE 250 index, received overwhelming approval for its annual remuneration report at last year's AGM. But there was a big vote against the re-election of non-executive director Lorna Tilbian.

More than 20% of votes were against, which Euromoney believes reflected concerns over independence due to her past role as Head of the Media Sector at Numis Corporation, once corporate broker to Euromoney's then major shareholder, Daily Mail & General Trust.

The company continues to consider her as independent, given that she is not employed by Numis and has no financial interest. To reflect shareholder views, however, Tilbian is now on the audit and risk committee rather than the company's remuneration committee.

Shareholders are unable to attend the meeting, but Euromoney has pledged to publish answers to AGM questions by today so that the shareholders can consider the responses before lodging their proxy votes. Thursday's meeting takes place at 9.30am.

Victrex: Friday, 12th February

FTSE 250-listed Victrex is a world leader in high performance polymer solutions, focused on the automotive, aerospace, energy, electronics and medical sectors. Its performance has been significantly impacted by Covid-19, but it still managed to deliver underlying profits of £75.5 million and give shareholders a dividend of 46.14p a share in annual results.

The board continues to be led by former Johnson Matthey director Larry Pentz, who has been chairman since 2014 and a member of the board since 2008, which is longer than the recommended nine years.

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However, the American told shareholders in this year's annual report that Covid-19 and a significant number of recent boardroom changes “made it more important than ever to retain board stability”. 

About 6% of votes at last year's AGM were against the company's remuneration policy, with a smaller percentage being against the remuneration report. Votes on this year's resolutions are required by 11am on Wednesday, with responses to shareholder questions also due to be published on the Lancashire-based company's website before the meeting.