8 Jul 2019 15:30
AVEVA Group plc ("the Company")
2019 Annual General Meeting ("AGM") Results
At the Company's Annual General Meeting held at 9.30 a.m. today, Monday 8 July 2019, all of the resolutions put to the meeting were passed on a poll vote. The results are set out below.
The full text of all the resolutions can be found in the Notice of Annual General Meeting which is available for viewing at the National Storage Mechanism which can be located at http://www.morningstar.co.uk/uk/nsm and from the Company's website, www.aveva.com.
In Favour (including Discretionary) | Against | Total Votes Cast | Votes Withheld | ||||
Resolution | No. of Votes | % of Votes | No. of Votes | % of Votes | No. of Votes | % of issued share capital voted | No. of Votes |
1. To receive the annual accounts of the Company and the reports of the Directors for the financial year ended 31 March 2019 together with the auditor's reports thereon. | 149,742,763 | 100.00 | 3,660 | 0.00 | 149,746,423 | 92.84 | 49,918 |
2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the financial year ended on 31 March 2019 as set out on pages 60 to 63 and 72 to 79 of the Annual Report and Accounts 2019. | 117,496,525 | 78.97 | 31,296,986 | 21.03 | 148,793,511 | 92.25 | 1,002,830 |
3. To declare a final dividend of 29.0 pence per ordinary share in respect of the year ended 31 March 2019 to shareholders on the register of members at close of business on 5 July 2019 payable on 2 August 2019. | 149,754,544 | 99.97 | 40,000 | 0.03 | 149,794,544 | 92.87 | 1,797 |
4. To re-elect Craig Hayman as a Director of the Company. | 149,592,231 | 99.87 | 199,718 | 0.13 | 149,791,949 | 92.87 | 4,392 |
5. To re-elect Emmanuel Babeau as a Director of the Company. | 129,239,806 | 86.40 | 20,350,141 | 13.60 | 149,589,947 | 92.75 | 206,394 |
6. To re-elect Peter Herweck as a Director of the Company. | 148,506,576 | 99.14 | 1,285,373 | 0.86 | 149,791,949 | 92.87 | 4,392 |
7. To re-elect Philip Aiken as a Director of the Company. | 139,159,223 | 93.84 | 9,128,920 | 6.16 | 148,288,143 | 91.94 | 1,508,198 |
8. To re-elect James Kidd as a Director of the Company. | 149,186,545 | 99.60 | 605,404 | 0.40 | 149,791,949 | 92.87 | 4,392 |
9. To re-elect Jennifer Allerton as a Director of the Company. | 142,938,936 | 96.34 | 5,437,418 | 3.66 | 148,376,354 | 91.99 | 1,419,987 |
10. To re-elect Christopher Humphrey as a Director of the Company. | 145,305,659 | 97.00 | 4,486,290 | 3.00 | 149,791,949 | 92.87 | 4,392 |
11. To re-elect Rohinton Mobed as a Director of the Company. | 146,323,095 | 97.68 | 3,468,854 | 2.32 | 149,791,949 | 92.87 | 4,392 |
12. To elect Paula Dowdy as a Director of the Company. | 149,789,626 | 100.00 | 2,323 | 0.00 | 149,791,949 | 92.87 | 4,392 |
13. To reappoint Ernst & Young LLP as auditor of the Company. | 147,797,966 | 98.67 | 1,996,078 | 1.33 | 149,794,044 | 92.87 | 2,297 |
14. To authorise the Directors to fix the remuneration of the auditor. | 148,676,709 | 99.25 | 1,117,835 | 0.75 | 149,794,544 | 92.87 | 1,797 |
15. To authorise the Company to make market purchases pursuant to Section 701 of the Companies Act 2006. | 147,647,724 | 98.63 | 2,047,518 | 1.37 | 149,695,242 | 92.81 | 101,099 |
16. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006. | 147,287,264 | 98.33 | 2,506,656 | 1.67 | 149,793,920 | 92.87 | 2,421 |
17. To empower the Directors to allot equity securities pursuant to Section 570 and 573 of the Companies Act 2006. | 149,791,903 | 100.00 | 2,017 | 0.00 | 149,793,920 | 92.87 | 2,421 |
18. To allow 14 days' notice of general meetings. | 147,994,646 | 98.80 | 1,799,497 | 1.20 | 149,794,143 | 92.87 | 2,198 |
The total number of shares in issue at the voting date is 161,291,460. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes for and against the resolution.
Votes of Independent Shareholders (i.e. shareholders excluding the controlling shareholder, Schneider Electric SE) on the resolutions concerning the election and re-election of the independent non-executive directors
In Favour (including Discretionary) | Against | Total Votes Cast | Votes Withheld | ||||
Resolution | No. of Votes | % of Votes | No. of Votes | % of Votes | No. of Votes | % of Independent issued share capital voted | No. of Votes |
9. To re-elect Jennifer Allerton as a Director of the Company. | 45,769,281 | 89.38 | 5,437,418 | 10.62 | 51,206,699 | 79.86 | 1,419,987 |
10. To re-elect Christopher Humphrey as a Director of the Company. | 48,136,004 | 91.47 | 4,486,290 | 8.53 | 52,622,294 | 82.07 | 4,392 |
11. To re-elect Rohinton Mobed as a Director of the Company. | 49,153,440 | 93.41 | 3,468,854 | 6.59 | 52,622,294 | 82.07 | 4,392 |
12. To elect Paula Dowdy as a Director of the Company. | 52,619,971 | 100.00 | 2,323 | 0.00 | 52,622,294 | 82.07 | 4,392 |
The total number of shares held by independent shareholders, excluding the controlling shareholder, in issue at the voting date is 64,121,805.
The votes shown in the first table above for each independent director include those of the controlling shareholder. In the second table above, the controlling shareholder is not included.
Since the completion of the combination with the Software business of Schneider Electric, the Company has created approximately £3 billion in shareholder value and has now entered the FTSE100.
This has been achieved by steering substantial change and rapid development in the business over this period with the recruitment of a new CEO, the retention of key executives, the creation of a new, shared culture and the reshaping of the leadership team. This did necessitate the use of a retention bonus for our CFO and a buyout equity award to recruit our new CEO which some shareholders did not feel they could support and the Board and the Remuneration Committee notes that there was a level of opposition votes from shareholders on Resolution 2 of more than 20 percent.
As in 2018, the Board has engaged extensively with shareholders ahead of the Annual General Meeting on these legacy remuneration issues and increased disclosure and transparency of incentive scheme targets, obtaining some very helpful and constructive input. The Company recognises the push for more transparency regarding incentive scheme targets and will review this for future Remuneration reports, while balancing increased disclosure with the need to protect any commercially sensitive areas of strategic focus.
Enquires: | Telephone: |
AVEVA Group plc |
|
David Ward, Deputy CFO and Company Secretary | +44 (0)1223 556655 |
Claire Denton, Group General Counsel and Deputy Company Secretary | +44 (0)1233 556655 |
FTI Consulting | Telephone: |
Ed Bridges/Dwight Burden | +44 (0)20 3727 1400 |