Corvex Management requisitions general meeting to elect James Gemmel to the board of Whitbread PLC

After a year spent seeking a constructive path with the Board, Corvex is requisitioning a general meeting to appoint James Gemmel as a direct shareholder voice in the boardroom

Corvex comes with no predetermined agenda and is not demanding a sale of the company - only a rigorous, fact-based review of every strategic alternative available to Whitbread

James Gemmel has 15 years of experience engaging with public company boards and management helping shareholders unlock value

LONDON, Sept. 22, 2026 /PRNewswire/ -- Corvex Management LP ("Corvex"), on behalf of funds advised by it, today delivered a notice to the Board of Directors of Whitbread PLC ("Whitbread" or the "Company") requesting that it convene a general meeting of shareholders for the purpose of electing James Gemmel, a Partner at Corvex, to Whitbread's Board of Directors.

Corvex has been a shareholder in Whitbread since 2024, currently holds c. 6.4% of Whitbread's ordinary shares and has an economic interest (including such shares) in Whitbread representing approximately 7% of total shares outstanding, which it believes makes it Whitbread's largest active shareholder. It believes the Company is anchored by a unique and valuable collection of assets, including the iconic, market-leading Premier Inn brand. However, over the past decade Whitbread has delivered negative total shareholder returns and has materially underperformed its peers and the wider market on a one, three, five and ten year time horizon and the Company is currently trading at a significantly discounted multiple to its peers. In Corvex's view, the Board's recent strategy review failed to address Whitbread's underlying challenges and was poorly received by the market.

Corvex is not seeking control of Whitbread and is not demanding a sale of the Company. It is asking for a single seat on the Board, which currently has very limited shareholder alignment, to work in a collegiate and constructive manner, with no predetermined agenda, to benchmark the Company's current strategy, which has failed to deliver value for shareholders, against every credible alternative to establish a pathway that maximises value for all.

The letter, together with a presentation of supplemental materials, is available at www.unlockingwhitbread.com.

The full text of the letter follows:

September 22, 2026

To the Board of Directors, and Shareholders, of Whitbread PLC:

Today we delivered a notice to the Company requesting that it schedule a general shareholder meeting for the purpose of electing James Gemmel, a Partner at Corvex, to Whitbread's Board of Directors. James has been with Corvex since our launch in 2011 and has spent the past fifteen years conducting deep fundamental research on, and investing in, companies like Whitbread: businesses with strong fundamentals that have underperformed and are going through a period of change. Throughout, he has worked with boards and management teams to create value for all shareholders.

We have been investors in Whitbread since 2024 and currently hold c. 6.4% of Whitbread's ordinary shares and have an economic interest (including such shares) in Whitbread representing approximately 7% of total shares outstanding, which we believe makes us Whitbread's largest active shareholder. Our thesis remains largely unchanged since our initial investment: Whitbread is a unique collection of assets anchored by the iconic Premier Inn brand with a leading market position. What has changed is our growing concern with the Company's strategic direction, continued commitment to the status quo, and, in particular, the structural complexity of the business and its approach to capital allocation.

Over the past year, we have repeatedly raised these concerns with the Company and made clear our desire to work constructively with the Board, including through direct Board representation. We had hoped to reach a mutually agreeable path forward through private engagement, but the Company's limited willingness to meaningfully engage has ultimately left us with little choice but to take the action we are announcing today.

Since the sale of Costa in 2018, Whitbread has deployed ~£2.6bn of growth CapEx while delivering only ~3% EPS CAGR, a flat dividend and a ~£2.3bn increase in lease-adjusted net debt. The consequences are clear: shareholders have suffered negative total returns of approximately (17%) over the past ten years, (18%) over the past five years and (22%) over the past year, materially underperforming comparable companies and relevant indices. 

We believe a fresh perspective is warranted. With the Company committing to a further ~£2.5bn of gross CapEx over the next five years, funded by ~£1.5bn of sale-leaseback financing, a commitment of this scale requires direct shareholder representation on the Board - certainly more than the ~0.04% of shares currently owned by the Board. Corvex has spent fifteen years working with boards through exactly these kinds of strategic inflection points, with members of our team having served on more than a dozen public company boards, particularly across hospitality and consumer businesses.

We intend to join this Board with no preconceived notions and no predetermined agenda - only a commitment to maximizing risk-adjusted value for all shareholders. We are not seeking control, nor are we demanding a sale of the Company. Our priority would be to fully understand the rationale, assumptions and expected returns underpinning the Company's current capital plan, and then rigorously benchmark that plan against every credible strategic, structural and operational alternative. We want the facts to determine the best path forward.

We are not looking to criticize individual directors. We want to work with the Board in a collegiate and non-adversarial way, as one member among many, bringing a direct shareholder perspective to these decisions. With no constraint on our investment horizon, we intend to act as a long-term owner. Having sought a constructive path with the Company over the past year, we are now simply exercising the rights afforded to us as a 5%+ shareholder under UK law.

James Gemmel has done this before - working constructively with incumbent boards while helping deliver meaningful value for shareholders. As a Non-Executive Director of Kindred Group and Chair of its Audit Committee, James helped steer the business through a period of significant strategic change. The Board appointed a new CEO, exited North America to refocus capital on core markets, and restored Kindred's leadership position in the newly regulated Dutch market. Following a strategic review, James led negotiations with FDJ's Chairwoman and CEO, resulting in a recommended all-cash acquisition at a 35% premium to the 30-day average share price.

Following James' appointment to the Board of MDU Resources, the company delivered a step change in profitability across all three businesses. A strategic review led to two spin-offs, a sharpened focus on improving returns in the regulated utility business, and substantial margin expansion at construction materials subsidiary Knife River. Together, these actions generated a 140% return for shareholders.

Whitbread's share price today does not reflect the value of the underlying assets; the Board's decisions over the next five years will. We therefore ask for your support in appointing James Gemmel to the Board as a mandate to evaluate change, ensuring shareholders have a direct voice in the room as those critical decisions are made.

Respectfully,

Keith Meister
Managing Partner
Corvex Management LP

SOURCE Corvex Management