18 Jul 2018 15:51
BTG plc
18 July 2018
BTG plc: Results of 2018 Annual General Meeting and appointment of Remuneration Committee Chair
London, UK: BTG plc (LSE:BTG), announces that all resolutions proposed at the Annual General Meeting held earlier today were duly passed by the required majority by means of a poll vote.
The results of the poll votes on the resolutions are shown in the table below and will be posted on the Company's website www.btgplc.com:
Resolution | Votes for* | % of vote | Votes against | % of vote | Total Votes | % of Issued Share Capital Voted | Votes Withheld | |
1 | Receive and adopt the report and accounts | 331,189,518 | 99.93 | 233,783 | 0.07 | 331,423,301 | 85.65 | 295,537 |
2 | Approve the directors' remuneration report | 250,054,316 | 75.48 | 81,220,144 | 24.52 | 331,274,460 | 85.61 | 444,378 |
3 | Re-elect Susan Foden as a director | 330,952,822 | 99.90 | 330,972 | 0.10 | 331,283,794 | 85.61 | 435,044 |
4 | Re-elect Graham Hetherington as a director | 330,671,850 | 99.82 | 611,495 | 0.18 | 331,283,345 | 85.61 | 435,493 |
5 | Re-elect Louise Makin as a director | 329,026,995 | 99.53 | 1,545,346 | 0.47 | 330,572,341 | 85.43 | 1,146,497 |
6 | Re-elect Ian Much as a director | 330,421,002 | 99.74 | 863,903 | 0.26 | 331,284,905 | 85.61 | 433,933 |
7 | Re-elect James O'Shea as a director | 330,967,351 | 99.90 | 314,743 | 0.10 | 331,282,094 | 85.61 | 436,744 |
8 | Re-elect Garry Watts as a director | 255,290,785 | 77.10 | 75,814,106 | 22.90 | 331,104,891 | 85.57 | 613,947 |
9 | Re-elect Richard Wohanka as a director | 330,952,372 | 99.90 | 328,925 | 0.10 | 331,281,297 | 85.61 | 437,541 |
10 | Elect Gregory Barrett as a director | 331,223,585 | 99.98 | 55,926 | 0.02 | 331,279,511 | 85.61 | 439,327 |
11 | Elect Duncan Kennedy as a director | 330,784,336 | 99.85 | 498,468 | 0.15 | 331,282,804 | 85.61 | 436,034 |
12 | Elect Anne Thorburn as a director | 331,225,801 | 99.98 | 53,373 | 0.02 | 331,279,174 | 85.61 | 439,664 |
13 | Appoint Deloitte LLP as Auditors | 331,631,392 | 99.98 | 75,297 | 0.02 | 331,706,689 | 85.72 | 12,149 |
14 | Authorise Directors to fix Auditor remuneration | 331,656,828 | 99.98 | 55,108 | 0.02 | 331,711,936 | 85.72 | 2,011 |
15 | Authorise the Company to make Political Donations | 330,018,192 | 99.49 | 1,686,803 | 0.51 | 331,704,995 | 85.72 | 13,843 |
16 | Approve changes to the BTG Sharesave Plan 2009 | 329,257,232 | 99.41 | 1,964,747 | 0.59 | 331,221,979 | 85.60 | 448,130 |
17 | Approve changes to the BTG USA Stock Purchase Plan 2009 | 329,753,580 | 99.54 | 1,518,016 | 0.46 | 331,271,596 | 85.61 | 447,242 |
18 | Authority to allot shares | 312,630,577 | 94.25 | 19,078,389 | 5.75 | 331,708,966 | 85.72 | 9,872 |
19 | Disapplication of pre-emption rights in respect of up to 5% of the Company's issued share capital | 315,138,447 | 95.01 | 16,552,335 | 4.99 | 331,690,782 | 85.72 | 28,056 |
20 | Disapplication of pre-emption rights in respect of an additional 5% of the Company's issued share capital | 302,652,671 | 91.24 | 29,044,824 | 8.76 | 331,697,495 | 85.72 | 21,342 |
21 | Call a general meeting on not less than 14 days' notice | 324,202,273 | 97.74 | 7,509,238 | 2.26 | 331,711,511 | 85.72 | 7,327 |
*where shareholders appointed the Chairman as their proxy with discretion as to voting, their votes were cast in favour of the resolutions and their shares have been included in the "votes for" column
As at 10:30 a.m. on 16 July 2018 (being the time at which shareholders who wanted to attend and vote at the meeting were required to have their details entered in the register of members) there were 386,955,747 shares of 10p each in issue.
In accordance with Listing Rule 9.6.2, copies of the resolutions passed as special business at the Annual General Meeting have been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM
Statement regarding AGM voting results
The Board is pleased that all of the resolutions put to shareholders at the AGM were passed. However, it recognises the votes opposed to resolutions 2 and 8: being the approval of the 2017 Annual Remuneration Report (primarily due to the exit arrangements for the former Chief Financial Officer) and the reappointment of the Chairman, Garry Watts, respectively. Whilst both resolutions were passed with broad shareholder support of over 75%, the Company is fully committed to continuing to engage with shareholders and proxy advisers in relation to these matters. With respect to remuneration matters, that will include consultation with shareholders on the Group's Remuneration Policy before it is put to the 2019 AGM for approval.
Appointment of Remuneration Committee Chair
The Board of BTG plc is pleased to announce, pursuant to Listing Rule 9.6.11, the appointment of Sue Foden as Chair of the Company's Remuneration Committee with immediate effect. The change is part of the ongoing succession planning of the Board. Sue is replacing Ian Much who had been in that role for 8 years. Ian will remain on the Board and a member of the Committee. The Board wishes to thank Ian for his ongoing significant contribution to the Company. Sue has also been appointed as a member of the Nomination Committee. In addition, the Board is pleased to announce the appointment of Richard Wohanka as a member of the Remuneration Committee, replacing Giles Kerr who stepped down as a member of the Board following today's AGM after over ten years' service to the Company. The Board wishes to thank Giles for his considerable contribution to the Board during his tenure in particular in his role as Senior Independent Director and Chairman of the Audit Committee and member of the Remuneration Committee.
There are no further details to be disclosed in relation to paragraph 9.6.13R of the Financial Conduct Authority Listing Rules.
Contacts:
Andy Burrows, Vice President, Corporate and Investor Relations
+44 (0)20 7575 1741
Stuart Hunt, Investor Relations Manager
+44 (0)20 7575 1582