Cantillon: Backlash at Paddy Power Betfair agm

Some shareholders vote against directors’ remuneration report to register concern at bonus scheme

Chairman Gary McCann at the Paddy Power Betfair agm in Clonskeagh, Co. Dublin. Photograph: Eric Luke

A shareholder backlash at its first annual general meeting was probably not an ideal beginning for Paddy Power Betfair, particularly given that everything else about the €10 billion merger that formed the gambling giant appeared to have gone so smoothly.

The sore point was its restructured long-term incentive plan, the scheme used to incentivise and retain executives by rewarding them with shares on condition that they hit certain performance targets.

Shareholders with almost 32 per cent of the company voted against the directors’ remuneration report to register their concern at the bonus scheme. Given meaningful votes against anything are a rarity at Irish agms, the scale was significant.

The problem is rooted in the fact that once Paddy Power took over its rival, Betfair’s executives should have received the share options to which they were entitled under the company’s 2013 and 2014 incentive plans. The board felt that in order to keep them, it would have to dispense with this and use a new scheme that awarded them shares in the enlarged group at a later date.

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As the board agreed that performance targets set down in Betfair’s 2013 and 2014 schemes had already been met, they were not included in the new incentive plan. However, it could not apply this to only those executives coming from Betfair as it had to apply to everyone. So it dropped the targets for everyone.

This means that all managers covered by the scheme will get share options allocated to them in the 2013 and 2014 schemes. The group maintains this involved no cost to shareholders as the targets had already been met.

As all other resolutions, including reappointing the executives and board went through with 99 per cent majorities, it’s safe to assume the share scheme was only issue that rankled with investors.