About 46% of ordinary shareholders in Shoprite Holdings voted against a special share award for chief executive Pieter Engelbrecht, Moneyweb reported. The award still passed at the group’s 2026 annual general meeting.
The plan is called the CEO Executive Share Plan. It will give Engelbrecht 525 000 performance shares. At the current share price, these would be worth more than R176 million.
Shoprite said the award “was designed to incentivise the successful delivery of a unique combination of strategic, transformational and succession-related outcomes and to secure his continued employment for a strategic six-year period”.
The resolution needed 50% plus one vote to pass. Only 53.81% of ordinary shares voted in favour. The final result was 70.91% in favour, because of the deferred shares owned by founder Christo Wiese, which carry extra votes.
Wiese received these deferred shares in 2000 at a value of 0.1c each. They give him about 32.2% of the voting rights, even though he owns only 10.68% of the group. The shares expire if his stake falls below 10%.
Before the meeting, the two largest proxy advisers in the world told shareholders to reject the award. They are Institutional Share Services (ISS) and Glass Lewis & Co.
According to Bloomberg, ISS said Shoprite had not given a strong enough reason for adding another large incentive. ISS also advised a vote against the pay implementation report.
ISS said the remuneration committee had used a special “sales growth modifier”. This led to a full payout of the short-term bonus, even though performance was below the target level.
The company defended the award. It said Engelbrecht “has dedicated 29 years of continuous service to the company, including leading the group through a period of exceptional transformation, growth and shareholder value creation”.
Shoprite said that during this time it became the leading food retailer in South Africa. It said it also built strong digital systems and kept gaining market share.
In the annual report, remuneration committee chair Peter Cooper wrote that the plan aims to grow future earnings. He said it also covers technology projects, building future leaders and managing an orderly succession.
Shoprite is the only one of the four big supermarket groups that has not replaced its CEO or named a replacement.
In 2019, the group tried to buy back the deferred shares from Wiese for R3.3 billion. This followed formal objections from more than 15% of shareholders. That deal would have needed 75% shareholder approval.
Most other resolutions at the 2026 meeting passed easily. The vote on the remuneration report drew 22.83% of votes against it.
Under changes to the Companies Act, these pay votes are now binding. They need more than 50% support to pass. In the past, listed companies only had to engage shareholders when support fell below 75%, with no real penalty.
Source: this article is based on reporting by Moneyweb. Image: Moneyweb. Written with the help of AI and published by the Tzaneen Voice Business desk. See our Editorial Standards.
Anelisa Nkuna covers business and money news for Tzaneen Voice. Anelisa reports on the rand, fuel prices, interest rates, jobs, Eskom, Transnet, farming and company results. The aim is simple: explain what the numbers mean for household budgets, small businesses and workers in South Africa.