Debenhams board maintains approval in shareholder voting event
In a recent shareholders meeting, the Boohoo Group Plc's leadership team, including founder Mahmud Kamani, chairman Tim Morris, CEO Dan Finley, CFO Phil Ellis, and non-executive director John Goold, successfully survived a vote despite opposition from Frasers Group.
The directors' remuneration report for the year ended 28th February 2025 was also passed, with 57% of shareholders voting in favour. However, Frasers Group, which owns around 29.7% of shares in Boohoo, voted against the re-election of these directors.
Around 98% of other shareholders voted in favour of the re-election of the aforementioned directors, resulting in each resolution passing with 61% or 62% of shareholders voting in favour.
The controversy surrounding the remuneration report stemmed from concerns raised by advisory groups such as Glass Lewis, which were critical of the lack of performance-related hurdles to bonuses at the firm. Institutional Shareholder Services (ISS) also expressed concern over a bonus worth over £2m for CEO Dan Finley and other bonuses for executive directors.
Frasers Group also opposed three other resolutions: disapplication of pre-emption rights (general and financing), as well as purchase of own shares. Boohoo managed to defeat these resolutions, with Frasers' efforts proving unsuccessful.
Pre-emption rights give existing shareholders the right of first refusal when new shares are issued, ensuring they can maintain their proportional ownership and voting power in the company. Purchase of own shares refers to when shareholders are asked to approve a proposal that allows the company to buy back its own shares from the market or from specific shareholders.
In a related development, Alistair McGeorge, a non-executive director at Boohoo, has informed the board of his intention to step down. McGeold was appointed to the board in March 2023 and currently serves as the company's senior independent director. He will be replaced by John Goold, who will take over the role following McGeold's departure on September 19, 2025.
Tom Handley, who currently serves as a director at Provenio Law and previously was the CEO of Exchange Chambers for 28 years, has been appointed to the board of Debenhams Group. Handley will sit on the Audit and Risk, Remuneration and Nomination Committees in Debenhams Group.
A previous version of this story incorrectly stated that Frasers holds a 38% stake in Boohoo Group plc, when in fact it holds around 29.7%.
