Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
01 Novembro 2023 - 2:21PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington
DC 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 AND 15d-16
OF
THE
SECURITIES EXCHANGE ACT OF 1934
For 01
November 2023
InterContinental Hotels Group PLC
(Registrant's
name)
1
Windsor Dials, Arthur Road, Windsor, SL4 1RS, United
Kingdom
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F
Form 40-F
EXHIBIT
INDEX
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99.1
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Update
on 2023 Annual General Meeting vote dated 01 November
2023
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Exhibit
No: 99.1
1 November 2023
InterContinental Hotels Group PLC
Update on 2023 Annual General Meeting vote
At the InterContinental Hotels Groups PLC ("IHG") Annual General
Meeting ("AGM") on 5 May 2023, resolution 2 (Directors'
Remuneration Policy) received the support of 74.85% of shareholder
votes, and resolution 3 (Directors' Remuneration Report 2022)
received the support of 76.94% of shareholder votes.
The Directors' Remuneration Policy ("DRP") is on pages 10 to 26 of
the 2023 Notice of Annual General Meeting: https://www.ihgplc.com/en/investors/shareholder-centre/agms-and-meetings. The
Directors' Remuneration Report 2022 ("DRR") is on pages 114 to 136
of the Annual Report and Form 20-F 2022:
https://www.ihgplc.com/en/investors/shareholder-centre/annual-reports-and-responsible-business-reports.
Prior to the DRP and DRR resolutions being put to shareholders at
the 2023 AGM, the
Remuneration Committee consulted extensively with shareholders and
the major proxy agencies on the key features of the DRP and the
decisions in relation to 2022 pay outcomes. The consultation
included engaging with around 60% of the ownership of the Company.
All of IHG's 10 largest shareholders on the register at that time
voted in support of the DRP and DRR; of IHG's 25 largest holders at
that time, there were only three who voted against the DRP and two
against the DRR.
Following the AGM, the Board acknowledged that some shareholders
had concerns with the DRP and DRR and committed to engaging with
shareholders in relation to this. Since then, the current Chair of
the Remuneration Committee, along with the incoming Remuneration
Committee Chair (effective from 1 January 2024), have held
follow-up conversations with seven major shareholders, as well as
Institutional Shareholder Services ("ISS") and the Investment
Association. This included shareholders that voted both for and
against the DRP and DRR.
In those discussions, shareholder views in relation to the
following matters, amongst others, were heard:
●
the
DRP provision for the increase in maximum LTIP awards (by 150% of
salary to 500% for CEO and US-based Executive Directors, and
by 25% of salary to 300% for other Executive
Directors); and
●
the
use of positive discretion in relation to the Cash Flow measure in
the 2020/22 Long Term Incentive Plan award on the basis of the
reasoning set out in the DRR.
The Board recognises that a range of views exists across the
shareholder base in relation to the pay of Executive Directors. The
Board notes the 74.85% voting support level received on the DRP and
76.94% level on the DRR and continues to believe that the
commercial rationale for the DRP changes is critical to the
retention and development of global talent in order to drive the
long-term success of the business.
The views expressed by shareholders, ISS and the Investment
Association in the most recent round of consultations following the
AGM will be taken into consideration as the Remuneration Committee
continues to keep the DRP under ongoing review, and as it
determines payments and awards to be made under the terms of the
DRP.
The Board and the Remuneration Committee would like to thank
shareholders and proxy agencies for their engagement and input in
relation to this DRP and will continue to engage with shareholders
in relation to Executive Director pay going forward.
ENDS
For further information, please contact:
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Investor Relations
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Stuart Ford (+44 (0)7823 828 739); Aleksandar Milenkovic (+44
(0)7469 905 720)
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Joe
Simpson (+44 (0)7976 862 072)
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Media Relations
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Neil Maidment (+44 (0)7970 668 250)
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Mike Ward (+44 (0)7795 257 407)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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InterContinental Hotels Group PLC
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(Registrant)
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By:
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/s/ C.
Lindsay
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Name:
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C.
LINDSAY
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Title:
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SENIOR
ASSISTANT COMPANY SECRETARY
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Date:
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01
November 2023
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