The leadership team and other directors at boohoo Group plc have survived a shareholder vote despite the best efforts of Frasers Group.
Frasers, which owns around 29.7% of shares in boohoo – now rebranded operationally as Debenhams Group – voted against the re-election of founder Mahmud Kamani, chairman Tim Morris, CEO Dan Finley, CFO Phil Ellis and non-executive director John Goold.
However Debenhams said around 98% of other shareholders had voted in favour of their re-election, which saw each resolution passed by 61% or 62%.
And despite two advisory groups urging that shareholders vote against the directors remuneration report for the year ended 28th February 2025, that was also passed with 57% of shareholders voting in favour.
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Institutional Shareholder Services (ISS) had warned that boohoo had not confirmed whether a bonus worth over £2m in cash and shares for CEO Finley was granted on a like-for-like basis for forfeited awards in his previous position, and also said it was concerned over other bonuses for executive directors.
And Glass Lewis warned that there was a lack of performance-related hurdles to bonuses at the firm, saying it was “generally sceptical of any type of extra bonus that rewards individuals for actions that we view as intrinsic to an executive’s duties, such as negotiating sales and acquisitions”.
Frasers, however – led by Mike Ashley, Kamani’s nemesis – managed to defeat three other resolutions.
These were disapplication of pre-emption rights (general and financing), as well as purchase of own shares.
Pre-emption rights give existing shareholders the right of first refusal when new shares are issued. This ensures 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 sometimes from specific shareholders.
Also commonly called a share buyback, a listed company might want to repurchase its own shares for several reasons: return of capital to shareholders, in place of paying a dividend; boosting share price or earnings per share; signalling confidence in the company; the creation of employee share schemes; or to adjust capital structure by reducing excess cash or altering the balance of equity and debt.
Meanwhile, Tom Handley has been appointed to the board of Debenhams Group.
Currently a director at Provenio Law, he previously served as chief executive of Exchange Chambers for 28 years. He will sit on the Audit and Risk, Remuneration and Nomination Committees.
Alistair McGeorge has informed the board of his intention to step down as a non-exec director.
Appointed to the board in March 2023, he currently serves as the company’s senior independent director. He also held the position of deputy chairman until November 2024.
Goold will assume the role of senior independent director.
“On behalf of the board, I would like to thank Alistair for his valuable contribution to Debenhams Group,” said chair Morris. “His counsel as deputy chair and senior independent director has been particularly important, and the Board has benefited greatly from his significant retail and governance expertise.
“I am delighted to welcome Tom to the board. His governance expertise will be a great asset to the board and the business as it continues to develop and grow. We are looking forward to working with him.”
A previous version of this story incorrectly stated that Frasers holds a 38% stake in boohoo Group plc.