WHSmith faces investor pay revolt amid cost-of-living crisis

WHSmith has been plunged into a major pay row with investors amid heightened tensions over boardroom rewards
The revolt threatens to turn WHSmith into the year's first big target of a 'fat cat' pay row.
// WHSmith has been plunged into a major pay row with investors amid heightened tensions over boardroom rewards
// A substantial proportion of investors are expected to vote against both the company’s remuneration report and pay policy at next Wednesday’s AGM

WHSmith is facing a revolt from investors after it was announced boss Carl Cowling was in line for a £550,000 bonus despite the retailer not paying back government support received during the pandemic, according to reports.

Three of the main advisers which offer guidance to City shareholders ahead of annual meetings have signalled their opposition to chief executive Carl Cowling’s payout, Sky News first reported.

The retailer has reportedly infuriated shareholders with its decision not to repay furlough money taken on through the pandemic but press ahead with the bonus, and a substantial number of investors are now expected to vote against the company’s remuneration report at its annual general meeting next Wednesday.


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The revolt threatens to turn WHSmith into the year’s first big target of a ‘fat cat’ pay row, even as listed businesses anticipate demands to show restraint amid soaring energy bills and other living costs.

City insiders said this weekend that the retailer’s decision not to repay money received under the government’s furlough scheme and still award a sizeable bonus to Mr Cowling had infuriated a number of institutional shareholders.

Voting advisor Glass Lewis wrote to clients in a report: “While we acknowledge that the company has taken certain measures to ensure the appropriateness of executive remuneration outcomes in the context of the broader stakeholder experience, we remain concerned by the decision to pay annual bonus awards to executives given the receipt of COVID-19 related government support during the year under review.

“In line with market best practice expectations, we consider it inappropriate for executives to receive bonus awards where funds of this nature have been availed of but not repaid, as was the case here.”

The push back over Cowling’s payout is the latest in a spate of disputes between the firm and its investors over executive pay. In November 2020 the retailer was forced to backtrack on plans to award Cowling with £4.5 million in shares, while last year a third of investors voted against the company’s remuneration report.

A WHSmith spokesman defended its policy on executive pay, telling Sky News: “Despite being among the businesses hardest hit by the pandemic, WHSmith has emerged in a strong position and anticipates a return to profit in 2022.

“This is as a result of the hard work of all our people, led by our executive directors.

“The remuneration arrangements published in our annual report and accounts are consistent with the remuneration policy which over 98% of shareholders supported in 2019 and come alongside the award of bonuses to approximately 1,750 colleagues across our stores and head office to recognise their exceptional efforts through the pandemic.”

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