Last checked at 24 May 2018 16:11
HENRY BOOT PLC
RESULTS OF ANNUAL GENERAL MEETING ('AGM'): 24 MAY 2018
Henry Boot PLC ('the Company') announces that all resolutions contained in the Notice of Annual General Meeting dated 20 April 2018 previously circulated to the Company's shareholders were passed by way of a show of hands at the Annual General Meeting ('AGM') of the Company held today.
Details of the proxy voting instructions lodged prior to the AGM for each resolution (all of which were passed on a show of hands) are shown in the table below:
Resolution |
Total Votes Cast (excl. Votes Withheld)
| Total for and at discretion | Total against | Withheld | ||
No. of votes | No. of votes | % of vote | No. of votes | % of vote | No. of votes | |
Resolution 1: To receive the Directors' Report, Auditors' Report, Strategic Report and the Financial Statements. | 92,499,539 | 92,493,787 | 99.99 | 5,752 | 0.01 | 0 |
Resolution 2: To declare a final dividend on the ordinary shares. | 92,499,540 | 92,499,540 | 100.00 | 0 | 0.00 | 0 |
Resolution 3: To approve the Directors' Remuneration Report. | 89,398,337 | 77,802,883 | 87.03 | 11,595,454 | 12.97 | 3,098,702 |
Resolution 4: To approve the Directors' Remuneration Policy. | 91,103,977 | 79,610,196 | 87.38 | 11,493,781 | 12.62 | 1,395,563 |
Resolution 5: To reappoint Jamie Boot as a Director. | 92,438,842 | 75,672,458 | 81.86 | 16,766,384 | 18.14 | 60,698 |
Resolution 6: To reappoint John Sutcliffe as a Director. | 92,496,040 | 87,350,735 | 94.44 | 5,145,305 | 5.56 | 1,000 |
Resolution 7: To reappoint Darren Littlewood as a Director. | 92,498,540 | 87,304,582 | 94.38 | 5,193,958 | 5.62 | 1,000 |
Resolution 8: To reappoint Joanne Lake as a Director. | 92,498,539 | 83,260,414 | 90.01 | 9,238,125 | 9.99 | 1,000 |
Resolution 9: To reappoint James Sykes as a Director. | 91,965,332 | 72,409,130 | 78.74 | 19,556,202 | 21.26 | 534,208 |
Resolution 10: To reappoint Peter Mawson as a Director. | 92,498,539 | 88,976,264 | 96.19 | 3,522,275 | 3.81 | 1,000 |
Resolution 11: To reappoint Gerald Jennings as a Director. | 92,498,540 | 88,981,925 | 96.20 | 3,516,615 | 3.80 | 1,000 |
Resolution 12: To reappoint PricewaterhouseCoopers LLP as auditors. | 90,794,006 | 90,614,105 | 99.80 | 179,901 | 0.20 | 1,705,533 |
Resolution 13: To authorise the Audit Committee to fix the auditors' remuneration. | 92,499,540 | 92,491,787 | 99.99 | 7,753 | 0.01 | 0 |
Resolution 14: To authorise the Directors under Section 551 of the Companies Act 2006 to allot shares. | 92,498,540 | 90,955,178 | 98.33 | 1,543,362 | 1.67 | 1,000 |
Resolution 15: To increase the maximum aggregate remuneration payable to Non-executive Directors. | 91,125,286 | 90,912,267 | 99.77 | 213,019 | 0.23 | 1,374,254 |
Resolution 16: To grant the authority requested in respect of the issue of equity securities for cash. | 92,498,540 | 90,940,178 | 98.32 | 1,558,362 | 1.68 | 1,000 |
Resolution 17: To authorise the Directors to make market purchases of the Company's shares. | 92,498,910 | 90,555,703 | 97.90 | 1,943,207 | 2.10 | 629 |
The 'for' vote includes those giving discretion to the Chairman.
A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
On 22 May 2018, there were 133,123,580 Henry Boot PLC ordinary shares of 10p each in issue. Ordinary shareholders are entitled to one vote per share held.
We note that whilst all the resolutions were passed today, a significant number of the proxy votes (21.26%) were lodged against Resolution 9 in respect of the re-election of James Sykes. From our ongoing communications with investors, we understand that the concerns are largely in relation to his non-independent status and his role as Chair of the Audit Committee.
We will continue to engage with our shareholders, particularly those who have voted against this resolution, and will keep best practice under review.
A copy of the results for the AGM will also be available on the Company's website within the latest news section at www.henryboot.co.uk.
The full text of each of the resolutions is set out in the Notice of AGM. The 2017 Annual Report and Financial Statements, together with the Notice of AGM, are available to view on the National Storage Mechanism ('NSM') www.morningstar.co.uk/uk/NSM and a copy can also be found on the Company's website.
Enquiries:
Henry Boot PLC
Russell Deards
Company Secretary
Tel: 0114 255 5444
www.henryboot.co.uk