{"success":true,"data":{"pressRelease":{"id":"127858","rtpr_id":"nPRrQ2448a","ticker":"XPP","exchange":"LSE","all_tickers":["XPP"],"title":"REG-XP Power Ltd: 2026 Annual General Meeting Voting Outcome Update","author":"PR Newswire","published_at":"2026-08-26T10:28:32.469Z","article_body":"26 August 2026\n\n \n\nXP Power Limited\n\n(\"XP Power\" or \"the Company\")\n\n2026 Annual General Meeting Voting Outcome Update\n\nXP Power is providing an update on engagement with shareholders following the\nvoting outcomes at its Annual General Meeting held on 23 April 2026 (AGM), in\naccordance with Provision 4 of the UK Corporate Governance Code 2024.\n\nAt the AGM, Resolution 7, to re-elect Pauline Lafferty as a Director, and     \n     Resolution 13, the advisory vote on the Directors' Remuneration Report,  \n        were approved by 79.41% and 76.13% of the votes cast, respectively.   \n       The Board views shareholder voting outcomes as an important indicator\nof investor sentiment and has maintained an open dialogue with shareholders in\nthe period since the AGM to understand the reasons for these voting outcomes.\n\nIn both cases, the results follow a recommendation to vote against these\nresolutions published in a proxy advisor report issued ahead of the AGM.\n\nIn respect of Resolution 13, the proxy advisor report cited as rationale for\nthis recommendation principally its assessment of the degree of alignment\nbetween the FY2025 annual bonus outcome and the Company's financial\nperformance.\n\nIn subsequent engagement with several of the Company's largest shareholders\nprior to the AGM, holders separately raised                    as areas on\nwhich they welcomed further clarity           the definition of the cash\nconversion metric used for the 2025 bonus, and the perceived rigour of the EPS\ntargets set for the Performance Share Plan.\n\nFollowing the AGM, the Committee wrote to shareholders in response to the\nfeedback received, and questions raised, on key implementation matters for\n2026. This set out the rationale for the design of the 2026 bonus, including\nmeasure selection and weighting, as well as a revised definition of Operating\nCash Conversion. For the 2026 financial year onwards, Operating Cash\nConversion will be measured as the conversion of Adjusted EBITDA (rather than\nAdjusted Operating Profit) into Adjusted Operating Cash Flow. This change\naligns the metric with common practice among listed peers and will be the\nrevised basis on which XP Power will set and measure progress against its\nstated through-the-cycle target. The Committee also explained in further\ndetail its philosophy and rationale for moving to a through-the-cycle EPS\ngrowth range for the Performance Share Plan (PSP), with additional framing of\nthe degree of stretch the range represents (and its appropriateness in the\ncontext of the PSP opportunity offered).\n\nA number of the Company's largest shareholders responded to this\ncorrespondence to share their perspectives on the items covered. The Committee\nChair and Board Chair scheduled calls with those shareholders who requested\none, to discuss these points further. The Committee appreciates all the\nfeedback received, including indications of ongoing support from several\nrespondents for the structure of executive incentives at XP Power.\n\nRegarding Resolution 7, the proxy advisor's recommendation to vote against was\nfounded on a concern about the sufficiency of the Committee's response to the\nvote outcome registered at the AGM in April 2025, not the performance of the\nDirector. The Committee undertook comprehensive engagement activities in the\nrun-up to, and following, the 2025 AGM. As described in the FY2025 Annual\nReport, the feedback received from this process fed directly into the\nCommittee's deliberations for the 2026 Policy, as well as implementation\ndecisions for 2025. The Committee considers this to have struck an appropriate\nbalance of stakeholder interests and remains committed to ongoing dialogue\nwith shareholders on remuneration matters.\n\nThe Board would like to thank all shareholders who took part in the engagement\nprocess and will continue to prioritise ongoing engagement with shareholders\nand welcomes their feedback. A final summary of engagement will be set out in\nthe Company's 2026 Annual Report.\n\nEnquiries:\n\n XP Power                                                 \n Ruth Cartwright, Company Secretary  +44 (0)118 984 5515  \n                                                          \n\n \n\n\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved.","article_body_html":"","raw_payload":{"data":{"id":"nPRrQ2448a","title":"REG-XP Power Ltd: 2026 Annual General Meeting Voting Outcome Update","author":"PR Newswire","ticker":"XPP","created":"2026-08-26T10:28:32.469Z","tickers":["XPP"],"exchange":"LSE","article_body":"26 August 2026\n\n \n\nXP Power Limited\n\n(\"XP Power\" or \"the Company\")\n\n2026 Annual General Meeting Voting Outcome Update\n\nXP Power is providing an update on engagement with shareholders following the\nvoting outcomes at its Annual General Meeting held on 23 April 2026 (AGM), in\naccordance with Provision 4 of the UK Corporate Governance Code 2024.\n\nAt the AGM, Resolution 7, to re-elect Pauline Lafferty as a Director, and     \n     Resolution 13, the advisory vote on the Directors' Remuneration Report,  \n        were approved by 79.41% and 76.13% of the votes cast, respectively.   \n       The Board views shareholder voting outcomes as an important indicator\nof investor sentiment and has maintained an open dialogue with shareholders in\nthe period since the AGM to understand the reasons for these voting outcomes.\n\nIn both cases, the results follow a recommendation to vote against these\nresolutions published in a proxy advisor report issued ahead of the AGM.\n\nIn respect of Resolution 13, the proxy advisor report cited as rationale for\nthis recommendation principally its assessment of the degree of alignment\nbetween the FY2025 annual bonus outcome and the Company's financial\nperformance.\n\nIn subsequent engagement with several of the Company's largest shareholders\nprior to the AGM, holders separately raised                    as areas on\nwhich they welcomed further clarity           the definition of the cash\nconversion metric used for the 2025 bonus, and the perceived rigour of the EPS\ntargets set for the Performance Share Plan.\n\nFollowing the AGM, the Committee wrote to shareholders in response to the\nfeedback received, and questions raised, on key implementation matters for\n2026. This set out the rationale for the design of the 2026 bonus, including\nmeasure selection and weighting, as well as a revised definition of Operating\nCash Conversion. For the 2026 financial year onwards, Operating Cash\nConversion will be measured as the conversion of Adjusted EBITDA (rather than\nAdjusted Operating Profit) into Adjusted Operating Cash Flow. This change\naligns the metric with common practice among listed peers and will be the\nrevised basis on which XP Power will set and measure progress against its\nstated through-the-cycle target. The Committee also explained in further\ndetail its philosophy and rationale for moving to a through-the-cycle EPS\ngrowth range for the Performance Share Plan (PSP), with additional framing of\nthe degree of stretch the range represents (and its appropriateness in the\ncontext of the PSP opportunity offered).\n\nA number of the Company's largest shareholders responded to this\ncorrespondence to share their perspectives on the items covered. The Committee\nChair and Board Chair scheduled calls with those shareholders who requested\none, to discuss these points further. The Committee appreciates all the\nfeedback received, including indications of ongoing support from several\nrespondents for the structure of executive incentives at XP Power.\n\nRegarding Resolution 7, the proxy advisor's recommendation to vote against was\nfounded on a concern about the sufficiency of the Committee's response to the\nvote outcome registered at the AGM in April 2025, not the performance of the\nDirector. The Committee undertook comprehensive engagement activities in the\nrun-up to, and following, the 2025 AGM. As described in the FY2025 Annual\nReport, the feedback received from this process fed directly into the\nCommittee's deliberations for the 2026 Policy, as well as implementation\ndecisions for 2025. The Committee considers this to have struck an appropriate\nbalance of stakeholder interests and remains committed to ongoing dialogue\nwith shareholders on remuneration matters.\n\nThe Board would like to thank all shareholders who took part in the engagement\nprocess and will continue to prioritise ongoing engagement with shareholders\nand welcomes their feedback. A final summary of engagement will be set out in\nthe Company's 2026 Annual Report.\n\nEnquiries:\n\n XP Power                                                 \n Ruth Cartwright, Company Secretary  +44 (0)118 984 5515  \n                                                          \n\n \n\n\n\nCopyright (c) 2026 PR Newswire Association,LLC. All Rights Reserved."},"type":"article","timestamp":"2026-08-26T10:28:32.525692549Z","server_sent_at_ms":1787740112525},"received_at":"2026-08-26T10:28:32.576Z","source_url":null},"analysis":{"id":"116775","press_release_id":"127858","analysis_json":{"industry":{"label":"Electrical Equipment","sector":"Industrials"},"redFlags":["Director re-election and remuneration report approved with <80% support","Proxy advisor recommended voting against resolutions due to compensation concerns"],"eventType":"other","narrative":"XP Power disclosed that Resolution 7 to re-elect Director Pauline Lafferty and Resolution 13 on the Remuneration Report received 79.41% and 76.13% support respectively at its April AGM.\n\nThe lower approval levels followed a proxy advisor recommendation to vote against the resolutions, citing concerns over bonus alignment and EPS target rigor.\n\nThe Committee has since engaged with shareholders to clarify the 2026 bonus design and revised the Operating Cash Conversion metric definition to align with peer practices.","sentiment":"bearish","agentHooks":{"shouldPost":false,"suggestedAngle":"Governance spotlight: XP Power faces investor pushback on executive pay at AGM."},"keyFigures":{"customDimensions":{"resolution_7_approval_percent":79.41,"resolution_13_approval_percent":76.13}},"quotedText":"The Board views shareholder voting outcomes as an important indicator of investor sentiment and has maintained an open dialogue with shareholders in the period since the AGM to understand the reasons for these voting outcomes.","namedEntities":{"people":[{"name":"Pauline Lafferty","role":"Director"},{"name":"Ruth Cartwright","role":"Company Secretary"}],"products":[],"companies":[{"name":"XP Power Limited","ticker":"XPP"}],"dollarAmounts":[]},"materialImpact":{"score":2,"reasoning":"Governance update revealing significant shareholder dissent (<80% approval) on director re-election and remuneration report, driven by proxy advisor concerns over executive pay alignment."},"tickerRelevance":{"others":[],"primary":"XPP"},"globalImportance":15,"audienceRelevance":15,"eventTypeSecondary":[],"importanceComponents":{"tickerTier":"small_cap","eventGravity":"corporate_governance_update"}},"event_type":"other","event_type_secondary":null,"sentiment":"bearish","material_impact_score":2,"narrative":"XP Power disclosed that Resolution 7 to re-elect Director Pauline Lafferty and Resolution 13 on the Remuneration Report received 79.41% and 76.13% support respectively at its April AGM.\n\nThe lower approval levels followed a proxy advisor recommendation to vote against the resolutions, citing concerns over bonus alignment and EPS target rigor.\n\nThe Committee has since engaged with shareholders to clarify the 2026 bonus design and revised the Operating Cash Conversion metric definition to align with peer practices.","key_figures":{"customDimensions":{"resolution_7_approval_percent":79.41,"resolution_13_approval_percent":76.13}},"named_entities":{"people":[{"name":"Pauline Lafferty","role":"Director"},{"name":"Ruth Cartwright","role":"Company Secretary"}],"products":[],"companies":[{"name":"XP Power Limited","ticker":"XPP"}],"dollarAmounts":[]},"model_name":"glm-4.7","prompt_hash":"sha256:727b4b9429a443af","schema_hash":"sha256:05005c02d9cffac9","created_at":"2026-08-26T10:29:53.912Z","global_importance":15,"audience_relevance":15,"importance_components":{"tickerTier":"small_cap","eventGravity":"corporate_governance_update"}},"durationMs":81319,"modelName":"glm-4.7"}}