Questions have emerged over boardroom dynamics at Winkworth after a high number of shares were withheld from voting on several resolutions at the company’s AGM – equivalent to around 41% of the company’s issued share capital.
The AIM-listed estate agency group confirmed that all resolutions at its annual general meeting on 21 May were ultimately passed on a poll, including approval of the annual report, directors’ remuneration policy, auditor reappointment and the re-election of board members.
Shareholders also approved resolutions covering an EMI share option plan, authority to allot shares, the disapplication of pre-emption rights and permission for the company to purchase its own shares.
However, the AGM results also revealed a substantial number of withheld votes on a number of resolutions, including those relating to the re-election of five of the company’s six directors. Based on the company’s published shareholder information, the withheld votes appear to relate to shares controlled by chairman Simon Agace.
The scale of the withheld votes is likely to attract attention in the market, particularly given the rarity of a board member and major shareholder declining to back resolutions concerning fellow directors and governance matters.
Among those affected was the re-election of chief executive Dominic Agace. The company has not provided further detail on the reasons behind the withheld votes.
In its stock exchange statement, M Winkworth plc said it would “continue to engage with its shareholders and carefully consider all feedback” following the AGM.
The developments come as the company continues to report solid financial performance, with investors also approving the board’s remuneration arrangements and wider capital authorities despite the governance questions raised by the voting outcome.
Result of AGM:
21 May 2026
M Winkworth plc
Results of Annual General Meeting
M Winkworth plc announces that, at the Company’s annual general meeting held on 21 May 2026 (the “AGM”), all resolutions set out in the Notice of AGM dated 14 April 2026 were duly passed on a poll.
The results of the poll are set out below:
|
RESOLUTIONS |
VOTES |
% |
VOTES |
% |
VOTES |
% I.S.C. |
VOTES |
|
1. Receive Annual Report and Accounts |
7,668,397 |
99.99% |
545 |
0.01% |
7,668,942 |
59.41% |
9,714 |
|
2. Approve Directors’ Remuneration Report |
4,987,462 |
99.91% |
4,454 |
0.09% |
4,991,916 |
38.67% |
2,686,740 |
|
3. Approve Directors’ Remuneration Policy |
7,662,562 |
99.94% |
4,454 |
0.06% |
7,667,016 |
59.39% |
11,640 |
|
4. Re-appoint Auditors (Crowe U.K. LLP) |
7,666,897 |
99.97% |
2,045 |
0.03% |
7,668,942 |
59.41% |
9,714 |
|
5. Authorise Directors to Fix Auditors’ Remuneration |
7,666,897 |
99.97% |
2,045 |
0.03% |
7,668,942 |
59.41% |
9,714 |
|
6. Re-elect Simon Agace as Director |
7,665,488 |
99.95% |
3,454 |
0.05% |
7,668,942 |
59.41% |
9,714 |
|
7. Re-elect Dominic Agace as Director |
2,369,272 |
99.85% |
3,454 |
0.15% |
2,372,726 |
18.38% |
5,305,930 |
|
8. Re-elect Andrew Nicol as Director |
2,369,272 |
99.85% |
3,454 |
0.15% |
2,372,726 |
18.38% |
5,305,930 |
|
9. Re-elect Thuang Lin Tan as Director |
2,370,681 |
99.91% |
2,045 |
0.09% |
2,372,726 |
17.41% |
5,430,930 |
|
10. Re-elect Jonathan Adams as Director |
2,244,272 |
99.85% |
3,454 |
0.15% |
2,247,726 |
18.38% |
5,305,930 |
|
11. Re-elect Thomas Fyson as Director |
2,369,272 |
99.85% |
3,454 |
0.15% |
2,372,726 |
18.38% |
5,305,930 |
|
12. Approve EMI Share Option Plan 2025 |
2,346,634 |
98.90% |
26,092 |
1.10% |
2,372,726 |
18.38% |
5,305,930 |
|
13. Authority to Allot Shares |
2,367,884 |
99.80% |
4,842 |
0.20% |
2,372,726 |
18.38% |
5,305,930 |
|
14. Disapplication of Pre-emption Rights |
2,296,580 |
96.79% |
76,146 |
3.21% |
2,372,726 |
18.38% |
5,305,930 |
|
15. Authority for Market Purchase of Own Shares |
2,372,723 |
99.99% |
3 |
0.01% |
2,372,726 |
18.38% |
5,305,930 |
Notes:
* The Company’s issued share capital consists of 12,908,792 ordinary shares of 0.5p each, each carrying one vote.
** Votes Total does not include withheld votes.
*** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
While pleased that all resolutions at the AGM were approved by shareholders, the Board of Directors of Winkworth notes that a significant number of votes were withheld in respect of Resolutions 2 and 7 to 15. Following the AGM, the Company will continue to engage with its shareholders and carefully consider all feedback.
Winkworth has been approached for comment.
