Wagamama owner narrowly sees off investor revolt at AGM

Wagamama owner the Restaurant Group (TRG) has narrowly seen off a revolt by activist investors, with all resolutions passed at its AGM earlier today (Tuesday 23 May).

TRG has been locked in an increasingly bitter fight with investors over recent weeks, spearheaded by Oasis Management Company, which holds a 12.3% stake.

Oasis along with several other shareholders had criticised TRG's chairman Ken Hanna over the casual dining group’s strategy and renumeration policy and publicly declared their intention to vote against the pay packet of CEO Andy Hornby under whose tenure share value fell by around 70% while his salary increased to £674,450 for 2023. He also receives shares on a time-vesting basis.

Despite criticism, the renumeration policy and renumeration report for 2022 both passed after gaining the approval of 65% and 54% of shareholders respectively.

Noting the slim margins of approval, TRG said it had consulted with 70% of shareholders and would be carrying out a review of the renumeration policy.

It said: “The remuneration committee intends to keep the remuneration policy under active review to ensure it remains appropriate to the group's evolution and aligned to stakeholder interests and will provide an update on that review within the statutory six-month timescale.

“In particular, it will re-engage with our largest shareholders over the coming months as to whether the Restricted Share Plan should be replaced by some other form of long-term incentive plan in line with the preferences of some shareholders.”

Prior to the AGM Royal London Asset Management (RLAM), which owns just under 5% of TRG, and the group’s largest shareholder Columbia Threadneedle Investments, which holds a 19% stake, had confirmed they would vote in favour of the board’s resolutions.

The AGM also saw chairman Ken Hanna re-elected with just 77% shareholder approval, while non-executive director Zoe Morgan gained 76% approval.

The group commented: “The board believes that a clear majority of shareholders support the current board and management team as they focus on delivering for the group, but it will continue to engage and consult with shareholders, including those who voted against these resolutions. In accordance with the UK Corporate Governance Code.”

It remains to be seen if the scale of the revolt will influence the group’s strategy following reports last week that shareholder TMR Capital had called on it to sell all its brands except Wagamama. It proposed TRG expand Wagamama before taking it private in a sale.

TRG owns more than 400 UK restaurants under brands including Frankie & Benny's, Chiquito, Coast to Coast, Firejacks, and pub group Brunning & Price. It acquired Wagamama for £559m in 2018.