SECURITIES
AND EXCHANGE COMMISSION
Washington
DC 20549
FORM 6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 AND 15d-16
OF
THE
SECURITIES EXCHANGE ACT OF 1934
For 20
August 2025
InterContinental Hotels Group PLC
(Registrant's
name)
1
Windsor Dials, Arthur Road, Windsor, SL4 1RS, United
Kingdom
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F.
Form
20-F
Form 40-F
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EXHIBIT
INDEX
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99.1
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Statement
re Shareholder Engagement and Outcome dated 20 August
2025
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Exhibit
No: 99.1
InterContinental Hotels Group PLC
Statement regarding shareholder vote on the 2025 Directors'
Remuneration Policy and the 2024 Directors' Remuneration Report
(the Resolutions) - Shareholder Engagement and Outcome
At our Annual General Meeting (AGM) in May 2025, the Company
presented a resolution for shareholders to approve a revised
Directors' Remuneration Policy (Policy), which passed with 69.5%
support. The 2024 Directors' Remuneration Report also passed with
79.0% support. The Board thanks the majority of our shareholders
who supported the Resolutions of which, notably, all of our 10
largest shareholders voted in support of both Resolutions. However,
as both received less than 80% support, in accordance with the UK
Corporate Governance Code, the Remuneration Committee Chair led a
further consultation process with shareholders and their proxy
advisory bodies.
The Policy proposals presented at the AGM followed an extensive
review led by the Remuneration Committee, with the full backing of
the Board. It also included thorough and meaningful two-way
engagement with shareholders owning in aggregate nearly 60% of
IHG's equity and with the major shareholder proxy agencies. As
outlined in the Policy, we made several modifications to our
original proposals in direct response to shareholder feedback,
reflecting our commitment to active and transparent
engagement.
Following the AGM, we wrote again to shareholders owning in
aggregate nearly 60% of IHG's equity (including those who voted
against) and the shareholder proxy agencies to invite further
dialogue. During this consultation, while no additional requests
for consultation meetings were received from shareholders who voted
against the resolutions, we did receive feedback via email. Written
shareholder correspondence received typically reiterated their
reasons for supporting or voting against the Policy. Based on the
feedback provided prior to and following the AGM, while reasons for
the votes received against the Policy varied by shareholder, the
main areas raised were in relation to elements of the global peer
group and the scale and/or structure of the changes to remuneration
proposed, with the same issues impacting the vote on the Directors'
Remuneration Report itself. The Remuneration Committee stands by
the appropriateness of the global peer group it selected given the
nature of IHG's business, and the scale and structure of the
remuneration proposed given that peer group and the need for
remuneration arrangements suitable to recruit, motivate and retain
appropriate leadership for a large, high growth and global
business. The level of support from shareholders at the AGM
demonstrates that a clear majority (almost 70%) of our shareholders
agree with this.
We also consulted with the major proxy agencies following the AGM
regarding the Policy and next year's Directors' Remuneration Report
and the discussions were constructive. We will include a full
description of the process we followed and the rationale for our
decision to implement the Policy in the 2025 Directors'
Remuneration Report. The proxy agencies provide a service in
reaching a larger number of our investor base than we are able to
directly. While a substantial portion of our register who subscribe
to the proxy reports followed recommendations to vote against the
remuneration resolutions, those we engaged directly with understood
the rationale and the majority voted in favour.
In light of the strong overall shareholder support of almost 70% of
the register, the Remuneration Committee concluded that it was
appropriate to proceed with the implementation of the Policy, as
outlined in the 2024 Directors' Remuneration Report. Whilst
no substantive new information arose from our post-AGM engagement
with stakeholders, we remain committed to regularly reviewing our
remuneration arrangements and maintaining open communication with
our shareholders and their proxy advisory bodies going
forward.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
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InterContinental Hotels Group PLC
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(Registrant)
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By:
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/s/ C. Bates
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Name:
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C.
BATES
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Title:
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SENIOR
ASSISTANT COMPANY SECRETARY
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Date:
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20
August 2025
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