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16 Jan 2020 10:40
DIPLOMA PLC
12 CHARTERHOUSE SQUARE, LONDON EC1M 6AX
TELEPHONE: +44 (0)20 7549 5700
FACSIMILE: +44 (0)20 7549 5715
FOR IMMEDIATE RELEASE
16 January 2020
RESULT OF ANNUAL GENERAL MEETING ("AGM")
All of the resolutions put to shareholders at the AGM of Diploma PLC held yesterday, were passed by poll votes. The full text of each resolution is contained in the Notice of Annual General Meeting, which is available on the Company's website. The results of the AGM have now been published on the Company's website at https://www.diplomaplc.com/investors/agm/
The Company has submitted copies of resolutions, concerning items other than ordinary business to the National Storage Mechanism and these will shortly be available for inspection at www.morningstar.co.uk/uk/nsm
The total number of votes cast for each resolution is set out in the table below.
Summary of Proxy Votes Cast
Resolution | Description | For | % | Against | % | Withheld | |
1 | Receive Annual Report & Accounts 2019 |
97,619,424 |
99.99 |
11,244 |
0.01 |
91,474 | |
2 | Approve Final Dividend | 97,697,066 | 99.97 | 25,077 | 0.03 | 0 | |
3 | Re-elect JE Nicholas | 94,264,570 | 96.60 | 3,321,667 | 3.40 | 135,905 | |
4 | Elect JD Thomson | 97,033,774 | 99.30 | 681,447 | 0.70 | 6,922 | |
5 | Re-elect NP Lingwood | 96,693,110 | 98.95 | 1,022,111 | 1.05 | 6,922 | |
6 | Re-elect CM Packshaw | 92,914,394 | 95.09 | 4,800,827 | 4.91 | 6,922 | |
7 | Re-elect AP Smith | 90,324,552 | 92.44 | 7,390,668 | 7.56 | 6,922 | |
8 | Re-elect A Thorburn | 92,914,394 | 95.09 | 4,800,827 | 4.91 | 6,922 | |
9 | Re-appoint PricewaterhouseCoopers LLP as Auditor |
97,710,256 |
100.00 |
4,838 |
0.00 |
7,049 | |
10 | Authorise Board to Determine Auditor Remuneration |
97,712,232 |
100.00 |
2,989 |
0.00 |
6,922 | |
11 | Remuneration Policy | 60,768,041 | 79.98 | 15,209,003 | 20.02 | 21,745,098 | |
12 | Remuneration Report | 51,335,927 | 55.81 | 40,645,728 | 44.19 | 5,740,487 | |
13 | 2020 Performance Share Plan | 85,878,571 | 87.93 | 11,789,234 | 12.07 | 54,337 | |
14 | Authority to Allot Shares | 85,326,863 | 87.33 | 12,380,608 | 12.67 | 7,672 | |
15 (SR) | Pre-emption Rights | 95,538,418 | 97.77 | 2,179,661 | 2.23 | 4,064 | |
16 (SR)
17(SR) | Additional Pre-emption rights
Authorise Market Purchases | 94,899,155
97,091,290 | 97.12
99.40 | 2,818,923
590,726 | 2.88
0.60 | 4,064
40,126 | |
18 (SR) | Shorter Notice for General Meetings | 92,080,528 | 94.23 | 5,639,115 | 5.77 | 2,500 |
Notes:
1. A total of 97,722,143 votes were validly cast, including a total of 279 proxy votes.
2. The Company's Issued Share Capital ("ISC") is 113,239,555 ordinary shares of 5p each and the proportion of the ISC represented by those votes validly cast is 86.30%.
3. A vote withheld is not a vote in law and is not counted.
4. In relation to Resolution 11 (the Directors' Remuneration Policy - the "Policy") there were 79.98% of votes cast in favour of this resolution, therefore the Resolution to approve the Policy was passed and the Policy will now apply for up to three years unless earlier replaced by a new or amended Policy.
5. In relation to Resolution 12 (the Directors' Remuneration Report - the "Report") there were 55.81% of votes cast in favour of this resolution, therefore the Resolution to approve the Report was passed.
6. We acknowledge the concerns that some of our shareholders have expressed in respect of Resolutions 11 and 12. We carried out a detailed consultation process on Directors' Remuneration in Autumn 2019 and we will continue to consult and engage with our shareholders to better understand their views and we will provide an update within six months.
AJ Gallagher
Group Company Secretary
Diploma PLC
For further information, please contact:
Diploma PLC - | +44 (0)20 7549 5700 |
Anthony Gallagher, Group Company Secretary | |
LEI:2138008OGI7VYG8FGR19
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