Foxtons has responded to a shareholder backlash after investors rejected two board proposals and raised questions over the estate agency group's dividend policy. Almost 39% of votes cast opposed plans to give directors greater flexibility to issue new shares without first offering them to existing shareholders. Both resolutions failed to secure the required 75% majority at the company's annual general meeting (AGM) on 7 May 2026.
Foxtons has now issued an update following discussions with major shareholders who voted against the proposals. The opposition extended to three other resolutions, although all secured sufficient support to pass.
Vote breakdown and rejected resolutions
Some 38.55% of votes cast opposed a proposal to authorise directors to allot ordinary shares. Meanwhile, 28.65% opposed granting the company authority to make political donations, while 24.96% voted against its proposed final dividend of 0.93p per share.
The strongest opposition concerned proposals to disapply pre-emption rights. These rights normally give existing shareholders first refusal when a company issues new shares. Resolution 17 attracted 38.56% opposition, while Resolution 18 faced 38.64% opposition. Both failed, leaving Foxtons without the additional authorities it had sought to issue shares without first offering them to existing shareholders.
Shareholder concerns over dividend and donations
Foxtons revealed that some investors opposed the dividend because they believed the money could be better used elsewhere. Those shareholders argued that paying a final dividend should not take priority over other strategic and financial objectives. The board said it had considered the feedback as part of its ongoing review of how the company allocates capital.
However, Foxtons attributed opposition to the other four resolutions to shareholders' general voting policies rather than concerns specific to the business. The company said the proposals followed established market guidelines and were consistent with resolutions put forward at its previous AGM. It argued that the powers would have given directors greater flexibility to respond to changing market conditions.
Almost 29% of votes cast opposed a resolution authorising political donations. Foxtons stressed that it does not make political donations or incur political expenditure. It said the authority was sought as a precaution because the Companies Act 2006 uses broad definitions of political donations and expenditure.
Next steps for Foxtons
The board has pledged further engagement with shareholders over corporate governance policies and other concerns ahead of its next AGM. The update follows requirements under the UK Corporate Governance Code for companies to explain their response when at least 20% of votes are cast against a resolution.
