Games Workshop Shareholders Approve Director Fee Changes, New Articles of Association

Games Workshop shareholders voted overwhelmingly to pass two governance measures at a General Meeting held on 5 March 2026, ratifying past non-executive directors’ fee payments that exceeded the existing cap and adopting a new set of articles of association. Resolution 1 received 23,961,868 votes For, 159,878 votes Against, and 17,879 votes withheld, representing 73.00% of issued share capital voting; Resolution 2 recorded 24,037,144 votes For, 103,561 votes Against, and 22,059 votes withheld, representing 73.06% of issued share capital voting.

The resolutions were presented as set out in the Circular and Notice of General Meeting dated 10 February 2026. Resolution 1 was described in the notice as, "To approve and ratify the prior payment of non-executive directors’ fees in excess of the limit applying under the articles of association of the Company (the ‘Articles’) and to increase the annual limit on directors’ fees applying under the Articles." Resolution 2 was put as, "To adopt new articles of association of the Company."

The company highlighted a legal voting exclusion under Section 239 of the Companies Act 2006 for Resolution 1: "In accordance with Section 239 of the Companies Act 2006, Resolution 1 was approved by the shareholders of the Company excluding any shareholders who were directors in office at the time when the decisions to approve payments to directors in excess of the limit in the Articles were approved, and of any shareholders having a relevant connection with any of them." At close of business on 4 March 2026 the company reported 33,043,989 shares in issue.

The poll table posted by the company included standard procedural notes: "A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes for and against resolutions," and the company also stated that "Any votes that give discretion to the Chair have been included in the ‘For’ total." The company said detailed poll results will be posted on its investor relations site and that copies of the resolutions passed as special business will be uploaded to the UK National Storage Mechanism in line with Listing Rule 6.4.2.

This vote follows a period of shareholder engagement after the 18 September 2024 AGM, when advisory approval of the Directors’ remuneration report and a binding vote on the remuneration policy carried with 79.08% and 73.24% support respectively. The company said it "consulted with our major shareholders (who, in aggregate, hold over 56% of the Ordinary Shares in issue) via a series of meetings to understand their views" and acknowledged that some opposition then related to "the lack of share based compensation and the levels of disclosure in respect of bonus awards."

Media coverage and market commentary noted the governance outcome: The Globe and Mail reported that investors backed both measures with around 73% of issued share capital voting and characterised the result as indicative of shareholder confidence in the board’s approach. The Globe also cited analyst data, noting a recent analyst rating of Buy with a reported price target of £19776.00 and an average trading volume figure of 100,869.

For further enquiries the company lists Ross Matthews, General Counsel & Group Company Secretary, as the contact and says the investor relations team will publish the full poll details and the formal resolutions following the meeting. The board’s next formal disclosures and the company’s engagement updates are expected to appear in upcoming investor materials, with the company previously noting a final update would be included in the 2025 Annual Report.