Blueprint
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Date of
Announcement: 18 December
2018
BT Group plc
(Translation
of registrant's name into English)
BT
Group plc
81 Newgate Street
London
EC1A 7AJ
England
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F..X...
Form 40-F
Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934.
Yes
No ..X..
If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
________
18 December 2018
Update on response to 2018 AGM voting outcome
In response to the voting outcome on Resolution 2 at the BT Group
plc Annual General Meeting on 11 July 2018, this provides the
following update to the statement made after the vote.
The Board was naturally disappointed with the overall voting
outcome of 65.84% in favour of the 2018 Annual Remuneration
Report. Following the vote, the Remuneration Committee
Chairman invited a broad selection of shareholders and proxy
advisory bodies to meet with him to understand their views on
executive pay at BT and why some shareholders had felt unable to
support the Remuneration Report.
These discussions highlighted that the primary concern of those
shareholders voting against the resolution centred on the level of
annual bonus paid to the Chief Executive. Despite the
Remuneration Committee's use of discretion to reduce the formulaic
out-turn of the bonus for the financial year ending 31 March 2018,
some shareholders felt that the amount paid did not appropriately
reflect the underlying performance of the company or take adequate
account of the value created for shareholders. Concerns were
also expressed about the timing of the decision to pay this level
of bonus given the announcement on 8 June 2018 that Gavin Patterson
was stepping down as Chief Executive. On all other matters,
the Remuneration Committee was pleased to hear that shareholders
were supportive of BT's remuneration policy.
We would like to thank shareholders for taking the time to engage
with us and we have noted the feedback. While discretion is
ultimately subjective, the Remuneration Committee will take steps
to implement a more structured process to help it step through
the application of its discretion in the future. This will
include taking into consideration a broader range of performance
factors and wider circumstances when coming to a decision on pay
outcomes.
The Board remains committed to active shareholder engagement, the
outcome of which will be reported in full to investors in our
Annual Report & Form 20-F 2019. The Remuneration Report
will be put to an advisory shareholder vote at the 2019 AGM in the
usual manner.
- ENDS -
Enquiries
|
Press office:
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Tom
Engel
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Tel:
020 7356 5369
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Investor relations:
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Mark
Lidiard
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Tel:
020 7356 4909
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Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
BT Group plc
(Registrant)
By: /s/
Dan Fitz, Company Secretary
--------------------
Dan
Fitz, Company Secretary.
Date
18 December
2018