In the eleventh resolution, shareholders are invited to approve, in accordance with article L.22-10-34 I of the French Commercial Code, the information referred to in article L.22-10-9 I of the French Commercial Code relating to compensation paid during or awarded for Fiscal 2022 to the Company’s corporate officers and directors.
All of these components were determined by the Board of Directors based on the recommendations of the Compensation Committee and are detailed in the Board of Directors’ Corporate Governance Report provided in Section 6.5 of this Fiscal 2022 Universal Registration Document.
Having considered the Board of Directors’ Report, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders' Meetings and in accordance with article L.22-10-34 I of the French Commercial Code, approves the information referred to in article L.22-10-9 I of the French Commercial Code, as described in the Corporate Governance Report prepared in compliance with article L.225-37 of the French Commercial Code and detailed in Section 6.5 of this Fiscal 2022 Universal Registration Document.
In the twelfth resolution, shareholders are invited to increase the maximum total annual envelope for directors’ compensation.
Sodexo’s policy has always been to regularly review the overall envelope for directors’ compensation. This envelope was increased by 22% in 2018 and 11% in 2021.
Following a market study on the compensation received by directors at comparable companies, the Board of Directors decided to raise the maximum amount to 1,200,000 euros, i.e., an increase of 20%. This increase is intended to take into account the appointment of a Lead Director, any increase in the number of directors and members of certain committees.
Set at 1,000,000 euros at the Combined Annual Shareholders’ Meeting of December 14, 2021, it is proposed to increase this amount to 1,200,000 euros. This new maximum annual amount would be effective from Fiscal 2023 and until such time as the Shareholders’ Meeting makes a new decision on the matter.
The proposed amount corresponds to a maximum annual envelope that will not necessarily be fully used, since the compensation effectively paid takes into account the composition of the Board of Directors and its specialized Committees, as well as attendance rates. Nearly 93% of this envelope has been used in 2022.
Having considered the Board of Directors’ Report, the Shareholders’ Meeting, acting under the rules of quorum and majority applicable to Ordinary Shareholders’ Meetings, resolves to set the maximum annual envelope for directors’compensation for Fiscal 2023 and for subsequent fiscal years, until such time as the Shareholders’ Meeting makes a new decision on the matter, at 1,200,000 euros (one million two-hundred thousand euros).
