Shareholders narrowly vote to approve Wagamama owner The Restaurant Group CEO’s big payout after backlash

Pan-Asian chain Wagamama (Mike Egerton/PA) (PA Archive)
Pan-Asian chain Wagamama (Mike Egerton/PA) (PA Archive)

Shareholders have narrowly voted to approve the remuneration report of Wagamama owner The Restaurant Group amid fury over a huge payout to its senior management despite widening losses.

A vote on the report was passed by a margin of 55 to 45%, its AGM results show today.

CEO Andy Hornby, who has been at the helm of TRG since 2019, is set to receive a share award worth over £850k on top of his salary after a year in which the Wagamama and Frankie and Benny’s owner posted an £86.8 million loss for 2022, more than double the £35.2 million loss the year before.

According to the company’s annual report, Hornby is set to be awarded shares worth as much as 125% of his salary per the terms of the company’s so-called ‘Restricted Share Plan.’ He stands to be awarded a maximum of £2.7 million in 2023 according to the firm’s annual report, assuming the share price appreciates.

The bar for receiving the full award would appear to be significantly lower than that for share awards for CEOs of other major listed companies: Hornby only needs to avoid allegations of gross misconduct, avoid misstating TRG’s accounts and prevent it going bust to avoid triggering clawback conditions on the payout.

The maximum award is significantly higher than £2 million maximum that could be awarded to the CEO of Toby Carvery Mitchells and Butlers, and the £1.4 million to the CEO of pub chain Fuller’s.

Proxy voting advisory firms ISS and Glass Lewis had both recommended a move to vote down the company’s pay proposals. More than a third of shareholders voted against the company’s remuneration policy when it was put to them in 2020, and just shy of a third voted against its remuneration report in May last year.

TRG shares are down 11.2% over the past year and down 78% over the past five years.

A number of shareholders including one of its smallest, TMR Capital, have also called for TRG to sell off all its food businesses except for Wagamama, before taking the Japanese-themed restaurant chain private.

A TRG spokesperson said in a statement: “Whilst we are pleased that all resolutions passed, we acknowledge the significant vote against certain proposals, particularly in relation to our remuneration report, and we will continue to consult with shareholders to find an appropriate solution.

“We remain firmly focused on executing our margin accretion plan and building on the strong momentum demonstrated in our recent trading update.”