Hammerson’s shareholders have rebuffed activist investor Lighthouse’s efforts to oust directors from its board, but some resolutions tabled by the REIT either failed or received low votes.
Several resolutions were passed at the critical annual general meeting held today (4 May) at its Marble Arch House headquarters, W1, but fell below an 80% majority.
The outcomes reflected votes cast against resolutions by a group of shareholders connected with activist investor Lighthouse.
Some 61.2% of shareholders voted to keep chair Rob Noel (pictured) on the board, while a circa 62% majority voted in favour of re-electing Habib Annous and Méka Brunel as directors.
Around 60.7% of shareholders voted to approve the directors’ remuneration policy.
Special resolutions to disapply pre-emption rights – which broadly allows companies to carry out share issues or transfers without first offering shares to existing stakeholders – failed to pass. Those required a 75% majority but only received around 57% of votes.
Meanwhile, resolutions tabled by Lighthouse to elect Nick Hughes and Craig Tate as new board members did not receive enough shareholder support to pass.
Lighthouse is Hammerson’s biggest stakeholder, owning around 23% of the REIT, and is the investment vehicle of former Hammerson director Des de Beer. The activist had also put pressure on Hammerson to speed up its disposals strategy in recent weeks. Resilient REIT, which de Beer heads up as chief executive, separately owns about 4%.
Excluding votes from Lighthouse and connected parties, more than 90% of remaining shareholders voted in favour of Hammerson’s proposals to re-elect Noel, Annous and Brunel to the board, as well as directors’ remuneration policy. A circa 85% majority voted in favour of the proposals relating to pre-emption rights, while 83% voted to authorise directors to allocate shares.
Noel said: “We acknowledged the issues raised by Lighthouse in the notice of AGM and were pleased to further engage with Lighthouse and other shareholders on these matters during the AGM process. We continue to recognise the importance of ongoing engagement and dialogue with all shareholders.”
He added: “The board remains confident that the strategy and leadership team is the right one, and the group’s performance clearly demonstrates sustained delivery to date. We are confident in the group’s prospects for the remainder of 2023, and we remain on track to return to cash dividends as previously guided.
“We remain mindful of our responsibilities as custodians of the business and to the broader stakeholders of the company. Looking forward, our focus is on executing our strategy and delivering long-term value for all our stakeholders. We will continue to actively engage with all our shareholders.”
The board said it will consult with its shareholders regarding the outcome for its resolutions that received less than 80% support. It will provide an update in the next six months.
Shares in Hammerson fell by around 2.5% to end the day at 26.9p.
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