Last checked at 9 May 2024 11:37
Ascential plc
Result of Annual General Meeting ("AGM")
All 18 resolutions considered at the 2024 Annual General Meeting were passed on a poll.
The full text of the resolutions can be found in the Notice of AGM dated 10 April 2024. The total number of votes received for each resolution is set out below. The Company's issued share capital as at 9 May 2024 was 445,801,981 with voting rights. The Company does not hold any shares in Treasury at the date of this disclosure.
Resolution no. | Shares For | % | Shares Against | % | Shares marked as Votes Withheld/ Abstentions |
AGM | |||||
1. To receive the Annual Report and Accounts for the year ended 31 December 2023 |
231,167,406
| 99.94%
| 148,142
| 0.06%
| 229,472
|
2. To approve the Annual Report on Remuneration for the year ended 31 December 2023 contained in the Annual report and Accounts | 217,221,985
| 93.82%
| 14,320,890
| 6.18%
| 2,145
|
3. To elect Suzanne Baxter as a Director of the Company | 227,390,964
| 98.21%
| 4,148,739
| 1.79%
| 5,317
|
4. To re-elect Rita Clifton as a Director of the Company | 216,894,126
| 93.67%
| 14,645,577
| 6.33%
| 5,317
|
5. To re-elect Scott Forbes as a Director of the Company | 221,917,145
| 95.84%
| 9,622,555
| 4.16%
| 5,320
|
6. To re-elect Mandy Gradden as a Director of the Company | 229,373,761
| 99.06%
| 2,165,944
| 0.94%
| 5,315
|
7. To re-elect Gillian Kent as a Director of the Company | 206,382,328
| 89.13%
| 25,157,374
| 10.87%
| 5,318
|
8. To re-elect Judy Vezmar as a Director of the Company | 213,006,315
| 92.00%
| 18,533,387
| 8.00%
| 5,318
|
9. To elect Philip Thomas as a Director of the Company | 228,240,525
| 98.58%
| 3,299,180
| 1.42%
| 5,315
|
10. To re-appoint KPMG LLP as auditor of the Company | 230,230,932
| 99.46%
| 1,260,513
| 0.54%
| 53,575
|
11. To authorise the Board to determine the remuneration of the auditor | 230,428,223
| 99.52%
| 1,111,711
| 0.48%
|
5,086
|
12. To authorise the Company to make political donations | 222,790,044
| 96.25%
| 8,692,093
| 3.75%
| 62,883
|
13. To authorise the Company to allot relevant securities | 221,517,123
| 95.67%
| 10,023,238
| 4.33%
| 4,659
|
14. To authorise the Company to approve the proposed amendment of the performance condition | 186,528,279
| 80.56%
| 45,008,670
| 19.44%
|
8,071
|
15. To authorise the Company to disapply pre-emption rights as per resolution 15 in the Notice of AGM | 190,400,928
| 82.23%
| 41,136,450
| 17.77%
| 7,642
|
16. To authorise the Company to additionally disapply pre-emption rights as per resolution 16 in the Notice of AGM | 184,573,214
| 79.72%
| 46,964,161
| 20.28%
| 7,645
|
17. To authorise the Company to purchase its own shares | 231,508,351
| 100.00%
| 8,338
| 0.00%
| 28,331
|
18. To authorise the Company to call any general meeting of the Company other than an AGM) on not less than 14 clear days' notice | 226,631,680
| 97.88%
| 4,908,679
| 2.12%
| 4,661
|
Notes
1. AGM Resolutions 1-14 were passed as ordinary resolutions. Resolutions 15 to 18 were passed as special resolutions.
2. The number of shares 'For' includes discretionary votes.
3. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "For" or "Against" a resolution
4. The Board notes that although Resolution 16 was passed and approved by the majority of shareholders, slightly more than 20% of the votes were cast against the Board's recommendation on the resolution.
The Board notes that this resolution reflects the updated UK Pre-Emption Group Guidelines on disapplication authorities but appreciates that certain shareholders may apply different policies on this matter.
The Board will engage with shareholders to better understand the reason behind this voting outcome and in accordance with the UK Corporate Governance Code, will provide an update within six months of the Annual General Meeting.