After passing all other resolutions at its annual general meeting held yesterday, online gaming and finance provider Playtech saw its shareholders reject the resolution put forward by the board for the remuneration of directors and senior officers of the company.
In parallel, Playtech shareholders approved the re-election of director Ian Penrose, who heads the company’s Remuneration Committee, but by a fairly thin margin, seemingly in protest of his role in setting Playtech executive compensation.
The rejection of Playtech’s Remuneration Report was achieved with a margin of 36.3% for and 63.7% against. Mr. Penrose’s re-election to the board was approved, but he received just 67.4% of the vote in favour. By comparison, all other board resolutions – on the re-election of the other directors, approval of the company’s accounts, reappointing auditors, share buybacks, and other matters – were all approved by a minimum 86% pro vote.
As far as compensation goes, it looks like Playtech shareholders are disappointed with the company’s share price performance for the 2019 year and so far in 2020. Although Playtech shares remained basically flat in 2019, CEO Mor Weizer saw his total comp come in at €2.93 million off a base salary of €1.14 million. CFO Andrew Smith’s comp totaled €1.16 million off a base of €480,000.
With Playtech shares down 38% so far in 2020, despite Playtech reporting a fairly robust Q1, shareholders seemed very much in a mood to revolt when in comes to executive comp at Playtech.
The vote against shouldn’t have surprised Playtech’s directors too much, even though Playtech stated in its 2019 annual report that “The [Remuneration] Committee undertook an extensive shareholder engagement exercise to design the award, consult with shareholders and make additional changes following this consultation.” Last year the remuneration resolution was passed, but by a margin of 59%-41% – not exactly a slam dunk. And in 2018, similar to this year, the remuneration policy was also rejected by Playtech shareholders.
Shareholder activism as a whole does seem to be on the rise in the UK, with institutional shareholders increasingly speaking up, especially when it comes to what they see as improper executive compensation, or compensation that seems out of line with share price performance.
In response, Playtech said that “it will conduct a thorough review of the remuneration policy and processes to not only reflect market and corporate governance best practices, but also ensure more rigorous implementation and transparent disclosure going forward for the benefit of the Company’s shareholders.”