Topps shareholders vote against proposal to remove chairman

Tile specialist Topps Tiles has announced the successful outcome of its recent AGM that saw shareholders back the board to vote against proposed plans to oust the firm’s chairman, Darren Shapland.

The Requisitioned Resolutions proposed on behalf of MS Galleon GmbH (MSG), were not passed, with an average of 99.3% of shareholders who voted, other than MSG, supporting the Board’s recommendation and voting against these resolutions.

Darren Shapland, Non-Executive Chairman of Topps, said: “The Board would like to thank shareholders for the support received at today’s meeting.  We were pleased that shareholders supported the Board’s recommendations, with an average of 99.3 per cent. of shareholders who voted, other than MSG, opposing the Requisitioned Resolutions.

“While we have always sought to maintain constructive engagement with MSG, the Board has   also been clear that its responsibility is to act in the best interests of Topps shareholders as a whole. We believe strongly that MSG’s proposals exposed Topps shareholders to a number of serious conflicts of interest between MSG’s role as a significant shareholder, supplier and potential competitor to Topps.

“We welcome the strong support for the Board’s position received today from other shareholders and the Board will continue to engage with, and seek constructive dialogue with, all shareholders.”

Keith Down, Senior Independent Director of Topps, said: “The Board has been unanimous in its rejection of the Requisitioned Resolutions. We are pleased to have secured strong backing from other investors at today’s meeting and, in particular, we note the significant vote of support received for the Chairman. We thank shareholders for their engagement and support around the AGM and over the year.”

Served as a Requisition Notice, on 6 December 2022, by Lynchwood Nominees, on behalf of MS Galleon – which owns a 29.9% stake in the company, the proposal planned to replace Darren Shapland, while installing Lidia Wolfinger and Michael Bartusiak as non-executive directors.

MSG owns Cersanit, a major European producer of tiles, in addition to having a range of home improvement and tile retailing interests, primarily in the Polish market. Read more here.

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