Interactive Investor

Shareholder power forces U-turn at UK's fourth-largest company

One of the country's biggest companies has backtracked on boardroom pay after shareholders voted against its plans at the latest AGM. Our City writer has the details and highlights upcoming votes at two popular FTSE 250 firms.

3rd November 2023 09:25

by Graeme Evans from interactive investor

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A big AGM protest vote by Unilever (LSE:ULVR) shareholders this week led to the consumer goods giant freezing the pay of new chief executive Hein Schumacher for the next two years.

Unilever’s move is in response to the 58% of votes cast against its annual remuneration report, with investors unhappy that fixed pay for the new boss of 1.85 million euros (£1.6 million) far exceeded the level handed to predecessor Alan Jope.

Unilever met with major shareholders after the May AGM and has decided that the next pay review for Schumacher will be 2026, in line with the feedback that wider market alignment should be achieved gradually rather than in one step on appointment.


When: 11.30am, Thursday 16 November.

Where: Stoke 2 Distribution Centre, White Rock Road, Prologis Park, Stoke On Trent, ST4 4FA.

How to participate: Proxy voting instructions should be returned no later than 11.30am, Tuesday 14 November. More AGM details can be found here.

Who’s in the chair? Alison Brittain joined the board of Dunelm Group (LSE:DNLM) in September, having recently stepped down as chief executive of Whitbread after eight years in the role.

How did the company do in the year to 1 July? Record sales of £1.64 billion were 5% higher on a 52-week comparable basis, but pre-tax profits of £193 million came in 7.8% lower due to  cost inflation and investment in pricing. Earnings per share fell 8.6% to 75p. A final dividend of 27p a share is due to be paid on 20 November, resulting in a 5% rise in the total for the year to 42p. A special dividend of 40p declared with the interim results was paid in April. 

How have shares performed? Up 39% in year to July at 1,121p (1,010p on Thursday).

How much is the boss paid? Nick Wilkinson’s salary for the current year has been increased by 5% to £611,100. This is below the median award made to staff of 9.6% and keeps his pay positioned around the lower quartile versus the company’s peers. His total remuneration for 2022/23 amounted to £1.98 million, including cash and shares worth £335,000 after the annual bonus scheme paid 46% of the maximum opportunity. The 83.3% vesting of long-term incentive shares contributed £1 million to the overall figure. Deputy chair Sir Will Adderley, whose family control more than 42% of Dunelm shares, is not paid a salary for his executive role and asked not to be considered for a bonus award.

What’s in the new remuneration policy? The policy combines below-median fixed pay with the opportunity to earn a competitive proportion of variable pay if performance justifies it. This will see the annual bonus opportunity for the chief executive increase to 150% of salary from 125% previously and long-term incentives to 225% from 200%. Dunelm’s remuneration committee believes the changes are in keeping with the increased size and complexity of the company and strategic growth ambitions that can create “real value” for shareholders.

How did last year’s AGM go? The annual remuneration report was approved with 99.77% of votes in favour. The last vote on the three-year remuneration policy was approved at the 2020 AGM with 99.9% support. 

How’s the company doing on diversity? Dunelm meets the requirements of the FTSE Women Leaders Review and Parker Review. This reflects 45% of the board being women, including two senior positions, and one member of the board from an ethnic minority background. In addition, 41% of senior leadership roles are held by women.

JD Wetherspoon

When: 10am, Thursday 16 November.

Where: etc.venues, 50-52 Chancery Lane, London, WC2A 1HL.

How to participate: Proxy voting instructions should be returned no later than 10am, Tuesday 14 November. Wetherspoon (J D) (LSE:JDW) requests questions by the same deadline so that it can select important issues to debate which might otherwise be missed. “It might also encourage institutional investors to attend,” the notice of AGM said.

Who’s in the chair? Tim Martin, who founded the pubs business in 1979.

How did the company do in the year to 30 July? Total sales of £1.92 billion were 10.6% higher, resulting in growth in operating profit to £107.1 million from £25.7 million the previous year. Earnings per share, before one-off items, amounted to 27p compared with the previous year’s loss per share of 19.6p. There was no dividend.

How have shares performed? Up 16% in year to July at 693p (666.5p on Thursday).

How much is the boss paid? John Hutson’s base salary, which was unchanged at £638,000 in the last financial year, has been increased 6% for 2023/24 compared with 6.7% for the wider workforce. His total remuneration in 2022/23 amounted to £1.07 million, including £277,000 from the vesting of long-term incentives. Martin’s salary as executive chair was £324,000. Wetherspoon paid £36 million in bonuses and free shares to employees over the year, of which 98.6% went to staff below board level and 83.4% to those working in pubs.

How did last year’s AGM go? The annual remuneration report was approved with 95.91% of votes in favour. The reappointment of remuneration committee chair Debra van Gene, who has served as non-executive director for more than nine years and is not considered independent under the corporate code, was opposed by 14.39% of votes. The company continues to argue that there is no association with management which could compromise her independence. This year’s annual report said: “She contributes significantly as a director through her individual skills, considerable knowledge and experience of the company. She demonstrates strong independence in how she discharges her responsibilities.”

How’s the company doing on diversity? There are two female directors on the nine-strong board. The company has not disclosed progress in meeting the Parker Review, which recommends that FTSE 250 firms have one director from an ethnic minority background by the end of 2024.

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