5 Sep 2018 16:41
5 September 2018
Consort Medical plc
Result of Annual General Meeting Held on 5 September 2018
The Annual General Meeting ('AGM') of the Company was held at 2pm on Wednesday 5 September 2018 at the Company's Registered Office, Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ.
All of the resolutions put to the meeting were duly passed on a show of hands. A summary of the forms of proxy for each resolution, received up to 48 hours before the time of the AGM, is set out below.
Resolution | FOR | % of Votes | DISCRETION | % of Votes | AGAINST | % of Votes | WITHHELD* | Poll Yes/No | |
1. | To receive Annual Report and Accounts | 43,295,546 | 99.98 | 4,040 | 0.01 | 15 | 0.01 | 0 | NO |
2. | To approve the directors' remuneration report | 42,856,378 | 99.00 | 6,831 | 0.02 | 422,877 | 0.98 | 13,514 | NO |
3. | To approve the directors' remuneration policy | 42,914,901 | 99.11 | 7,643 | 0.02 | 374,993 | 0.87 | 2,063 | NO |
4. | To declare a final dividend of 13.56p per ordinary share | 43,292,603 | 99.97 | 6,831 | 0.02 | 15 | 0.01 | 152 | NO |
5. | To re-elect Dr Peter Fellner as a director | 40,439,171 | 95.47 | 4,040 | 0.01 | 1,916,375 | 4.52 | 940,013 | NO |
6. | To re-elect Dr William Jenkins as a director | 43,164,361 | 99.69 | 4,040 | 0.01 | 129,387 | 0.30 | 1,812 | NO |
7. | To re-elect Mr Stephen Crummett as a director | 43,260,137 | 99.91 | 4,040 | 0.01 | 33,612 | 0.08 | 1,812 | NO |
8. | To re-elect Mr Ian Nicholson as a director | 26,099,854 | 63.08 | 4,040 | 0.01 | 15,273,834 | 36.91 | 1,921,872 | NO |
9. | To re- elect Ms Charlotta Ginman as a director | 38,307,504 | 88.47 | 4,040 | 0.01 | 4,986,243 | 11.52 | 1,812 | NO |
10. | To appoint KPMG LLP as auditor | 43,280,007 | 99.96 | 4,240 | 0.01 | 11,406 | 0.03 | 3,948 | NO |
11. | To authorise the directors to set the auditors' remuneration | 43,294,846 | 99.98 | 4,240 | 0.01 | 515 | 0.01 | 0 | NO |
12. | To authorise the directors to allot shares | 42,269,826 | 97.64 | 4,240 | 0.01 | 1,018,353 | 2.35 | 7,180 | NO |
13. | To authorise the directors to allot shares whilst disapplying pre-emption rights | 42,215,384 | 97.49 | 7,031 | 0.02 | 1,076,471 | 2.49 | 715 | NO |
14. | To authorise the directors to disapplying pre-emption rights for acquisitions and capital projects | 41,032,791 | 94.76 | 7,031 | 0.02 | 2,258,313 | 5.22 | 1,465 | NO |
15. | To authorise the directors to make market purchases of the Company's shares | 43,213,875 | 99.95 | 7,031 | 0.02 | 15,004 | 0.03 | 63,690 | NO |
16. | To approve the calling of a general meeting on not less than 14 days' notice | 42,103,700 | 97.23 | 7,031 | 0.02 | 1,188,718 | 2.75 | 152 | NO |
Where shareholders have appointed the Chairman of the AGM as their proxy with discretion as to voting, these votes have been cast in favour of all the resolutions.
* A 'Vote Withheld' is not a vote in law and is not included in the percentage calculations.
Issued Share Capital at meeting date: 49,289,699 Number of votes per share: 1
The Company acknowledges that, whilst resolution 8 (for the re-election of Ian Nicholson) was passed, a 36.91% vote against was received.
We understand from our communications with shareholders that there are some concerns around the board's determination that Ian is an independent director for the purposes of the UK Corporate Governance Code, and his membership of the remuneration committee. As explained in the Annual Report, Ian previously acted as a consultant in addition to his role as a non-executive director, but this role has now ceased. The board considers that Ian is an independent director noting, in particular, his substantial contribution to the board, utilising his extensive experience to provide independent challenge.
The Company will continue to engage with its shareholders, particularly those shareholders who have voted against resolution 8, or who have withheld their vote, and will seek to answer their questions and to allay any concerns for the future.
The full text of the resolutions can be found in the Notice of AGM on the Company's website (www.consortmedical.com).
The Company confirms that a copy of all the special business resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM
On 15 June 2018, in the Preliminary Announcement the Company announced that Dr Fellner had informed the Board of his intention to step down from his role as Chairman. Dr Fellner has confirmed that he will continue in his role as Chairman until his successor is appointed. At the AGM, the Company advised that the search for his successor was progressing well and further updates would be provided in due course
For further information, please contact:
Consort Medical plc | Tel: +44 (0) 1442 867920 |
Paul Hayes, Company Secretary |
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