Your vote counts: Amazon, Next, Deliveroo, Reckitt Benckiser

Two of the country's biggest companies and pandemic favourite Deliveroo are grilled by shareholders this month. Here are the big questions investors will want answers to.

Amazon.com Inc (NASDAQ:AMZN) shareholders will have their say on workers’ rights and vote on a 20-1 stock split when the e-commerce giant’s annual meeting takes place on 25 May.

Among the 15 special shareholder resolutions at the event, there’s one requesting that the board commission an independent audit and report of the working conditions and treatment that the company’s warehouse workers face.

Activist investor platform Tulipshare described the first Amazon vote on workers’ rights a “momentous step in accountability”, having needed the approval of the US Securities and Exchange Commission to bring the proposal.

Amazon, which is the second largest employer in the United States, said it is transparent on its commitment to workplace safety and has urged shareholders to vote against the resolution. It said that its global Lost Time Incident Rate improved 43% in 2020 and that it had incurred more than $15 billion (£12.2 billion) of Covid costs in order to keep employees safe.

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The company’s stock split is also on the agenda, a move that will make shares more accessible for retail investors and provide staff with greater flexibility in managing their holdings. 

If the resolution is approved, shareholders will get an additional 19 shares in early June for every one they own currently. The total market capitalisation of Amazon will remain the same but the trading price is set to be much reduced.

In London, the AGM season continues against a backdrop of shareholder dissent.

This week, more than a third of votes were cast against the new GlaxoSmithKline (LSE:GSK) remuneration policy. And 30% rejected Ocado Group (LSE:OCDO) over an extension to its Value Creation Plan that has the potential to hand chief executive Tim Steiner £100 million over five years.

Forthcoming AGMs include the first to be held by Deliveroo (LSE:ROO) as a listed company. The food delivery company’s new remuneration policy is among the resolutions, but voting advisory group Glass Lewis has recommended shareholders vote against it due to the potential for “extremely high payouts” in the long-term incentive scheme.

Next

When: 9.30am, Thursday 19 May.

Where: Leicester Marriott Hotel, Smith Way, Grove Park, Leicester, LE19 1SW.

How to participate: The meeting is being held in person but there’s no livestream. Questions in advance of the Next (LSE:NXT) AGM should be sent to investors@next.co.uk no later than the end of Wednesday 18 May, with proxy voting forms required back by 9.30am, Tuesday 17 May. More AGM details can be found here.

Who’s in the chair? Michael Roney, the former Bunzl chief executive, took on the role in August 2017.

How did the company do in the year to 29 January? Total sales rose 34.1% to £3.6 billion, while pre-tax profits of £823 million were 140% higher — up 10% on the pre-pandemic 2019/20 financial year. Earnings per share rose 138% to a record 530.8p. Dividend payments resumed with two special awards in September and January and the company plans a return to ordinary dividends in the current financial year. This will see the payment of a 127p a share dividend on 1 August, subject to approval at the AGM.

How have shares performed? Down 2% to 7,574p (6,042p on Thursday).

How much is the boss paid? A 5% pay rise awarded to Lord Wolfson in February was in line with the wider workforce and took his base salary to £865,000. He secured the maximum bonus opportunity of £1.24 million for the 2021/22 financial year, which is partly payable in shares deferred for two years. There was no bonus payment in 2020/21. Two long-term incentive awards vested at up 83% of the total opportunity after Next’s total shareholder return ranked fifth out of 21 companies in the three-year period. The scheme generated £2.07 million and took Lord Wolfson’s total remuneration to £4.38 million.

What’s the view of voting agencies? Glass Lewis recommends shareholders vote in favour of the annual remuneration report.

How did last year’s AGM go? The remuneration report was approved with 93.9% of votes in favour.

Is there a climate-related vote? No. The annual report includes disclosures on Next’s climate-related risks, what the company is doing to reduce its environmental impact as well as details of its key metrics and targets.

How is the company doing on diversity? Half of executive directors and 40% of the board are female. The company meets the Parker review recommendation to have at least one board member from an ethnic minority background.

Deliveroo

When: 10am, Friday 20 May.

Where: Goldman Sachs offices, Plumtree Court, 2 Stonecutter Street, EC4A 4AH.

How to participate: A live AGM webcast is available but shareholders will not be able to ask questions or vote using this facility.. Questions should be submitted by Friday 13 May to company.secretary@deliveroo.co.uk and answers will be published on the company’s website before the AGM. The deadline for proxy voting forms is 10am Wednesday 18 May. More AGM details can be found here.

Who’s in the chair? The company’s first AGM is hosted by Claudia Arney, a former non-executive director at Aviva, Halfords and Ocado.

How did the company do in 2021? Revenues of £1.8 billion were up 57% following a 70% jump in gross transaction value, but pre-tax losses rose to £298 million from £213 million in 2020. The £1.1 billion generated from the April IPO meant the company ended 2021 with £1.3 billion in cash and cash equivalents.

How have shares performed? Down 46% to 209.7p (97.48p on Thursday).

How much is the boss paid? Will Shu’s basic salary is unchanged for this year at £600,000. He is not involved in the annual bonus scheme or long-term incentive scheme, but was awarded a pre-IPO grant of 27 million restricted stock units (RSUs) worth £105.6 million prior to the 390p a share listing. As the award is multi-year with vesting through to April 2028, Deliveroo says the scheme recognises the importance of Shu delivering long term value for shareholders. The first 2.48 million tranche of these RSUs vested in December with a value of £5.2 million, based on shares trading at 209.7p.

What about the finance boss? Adam Miller is on a basic salary of £500,000 and received an annual bonus in cash and shares worth £720,000 after the company met one of its two key performance measures relating to gross transaction value.

What’s the view of voting agencies? Glass Lewis has recommended shareholders support the annual remuneration report but oppose the company's new remuneration policy. It is unhappy with the long-term incentive scheme, which presents a maximum opportunity of 600% of salary for the finance boss, rising to an exceptional 750% in the case of recruitment. The voting group says there’s potential for “extremely high payouts”, which significantly outpace those of standard-listed peers and those available to executives in the FTSE 250.

How has Deliveroo responded? The remuneration committee recognises that opportunity levels are high and that one-off awards are not common in the UK plc environment. However, it says “these tools will be used carefully” to ensure that Deliveroo can compete for the best talent, adding that they remain lower than levels offered by some of its key competitors.

Is there a climate-related vote? No. The company intends to report against the Task Force on Climate-Related Financial Disclosures framework in 2022 annual results. Details of its sustainability strategy appear in this year’s annual report.

How is the company doing on diversity? The eight-strong board has three women. The company also meets the Parker review target for ethnic diversity.

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Reckitt Benckiser

When: 2pm, Friday 20 May

Where: London Heathrow Marriott Hotel, Bath Road, Hayes, Middlesex UB3 5AN.

How to participate: There’s no live stream of the event.  Reckitt Benckiser Group (LSE:RKT) says it will endeavour to answer questions submitted by 13 May during the AGM. Proxy voting forms are required no later than 2pm, Wednesday 18 May. More AGM details can be found here.

Who’s in the chair? Chris Sinclair, who is the former chief executive of Mattel, joined the Reckitt board in 2015 and became chairman in May 2018.

How did the company do in 2021? Revenues of £13.2 billion grew by 3.5% on a like-for-like  basis, reflecting volume growth of 0.6% and price and mix improvements of 2.9%. Adjusted gross margin was 58.5%, a reduction of 200 basis points and adjusted earnings per share of 288.5p was 11.8% lower than 2020. A final dividend of 101.6p is due to be paid on 9 June and brings the total to 174.6p, in line with 2020 as Reckitt rebuilds cover to two times.

How have shares performed? Down 3% to 6,342p (6,362p on Thursday).

How much is the boss paid? Laxman Narasimhan’s pay increase of 3% for this year is in line with the rest of the workforce and takes his base salary to £1.01 million, a level the company says is towards the lower end of the FTSE 30. His total remuneration for last year was just short of £6 million after the annual bonus scheme paid £3.83 million in cash and shares, based on achieving 91.3% of the maximum opportunity. The figure also includes £964,920 of shares from the long-term incentive scheme, which vested at 21.5% of the maximum.

How did last year’s AGM go? The annual remuneration report was approved with 82.37% of votes in favour.

What’s in the new remuneration policy? The long-term incentive plan is set to include relative total shareholder return as a performance measure, alongside one to align with 2030 sustainability ambitions. Awards are now limited to 200,000 performance share options and 100,000 performance shares, reduced from 300,000 and 150,000 respectively. Reckitt said this move took into account shareholder sentiment and the current external environment.

What’s the view of voting agencies? Glass Lewis recommends shareholders support the binding vote on the new three-year remuneration policy, as well as the advisory vote on the annual remuneration report.

Is there a climate-related vote? No. The company has an ambition to reach net zero emissions across its value chain by 2040. Its science-based targets for 2030 are a 65% reduction in Scope 1 and 2 operations emissions and 50% cut in Scope 3 product emissions.

How is the company doing on diversity? Women held five of the company’s 12 boardroom roles at the end of last year. Three directors were from ethnic minorities.