Last checked at 28 Apr 2022 16:00
28 April 2022
Flutter Entertainment plc (the "Company")
Results of Annual General Meeting 2022
The Company announces that the following resolutions were approved at its Annual General Meeting ("AGM") held on Thursday, 28 April 2022.
All resolutions as set out in the Notice of Meeting were duly passed on a poll.
The number of votes for and against each of the resolutions put before the meeting and the number of votes withheld were as follows:
Resolutions | Votes For1 | Votes Against | Total votes2 | Votes Withheld3 | ||
No. of shares | % | No. of shares | % | No. of shares | No. of shares | |
1. Following a review of the Company's affairs, to receive and consider the Company's Financial Statements for the year ended 31 December 2021 and the reports of the Directors and External Auditor thereon | 122,789,148 | 99.98 | 21,562 | 0.02 | 122,854,091 | 43,381 |
2. To receive and consider the Remuneration Committee Chair's Statement and the Annual Report on Remuneration for the year ended 31 December 20214 | 76,077,899 | 67.55 | 36,541,611 | 32.455 | 122,854,091 | 10,234,581 |
3(a). The election of Nancy Dubuc as a Director | 121,537,843 | 98.93 | 1,311,230 | 1.07 | 122,854,091 | 5,018 |
3(b). The election of Holly Keller Koeppel as a Director | 120,776,882 | 98.31 | 2,073,087 | 1.69 | 122,854,091 | 4,122 |
3(c). The election of Atif Rafiq as a Director | 122,666,262 | 99.85 | 183,593 | 0.15 | 122,854,091 | 4,236 |
4(a). Re-election of Zillah Byng-Thorne as a Director | 93,442,061 | 83.17 | 18,914,102 | 16.83 | 122,854,091 | 10,497,928 |
4(b). Re-election of Nancy Cruickshank as a Director | 121,658,818 | 99.03 | 1,190,255 | 0.97 | 122,854,091 | 5,018 |
4(c). Re-election of Richard Flint as a Director | 118,184,630 | 96.20 | 4,664,539 | 3.80 | 122,854,091 | 4,922 |
4(d). Re-election of Andrew Higginson as a Director | 104,368,072 | 92.67 | 8,249,462 | 7.33 | 122,854,091 | 10,236,557 |
4(e). Re-election of Jonathan Hill as a Director | 121,917,458 | 99.84 | 200,795 | 0.16 | 122,854,091 | 735,838 |
4(f). Re-election of Alfred F. Hurley Jr. as a Director | 121,135,555 | 98.61 | 1,713,596 | 1.39 | 122,854,091 | 4,940 |
4(g). Re-election of Peter Jackson as a Director | 122,678,050 | 99.86 | 171,729 | 0.14 | 122,854,091 | 4,312 |
4(h). Re-election of David Lazzarato as a Director | 122,268,236 | 99.53 | 580,731 | 0.47 | 122,854,091 | 5,124 |
4(i). Re-election of Gary McGann as a Director | 119,904,339 | 97.60 | 2,945,516 | 2.40 | 122,854,091 | 4,236 |
4(j). Re-election of Mary Turner as a Director | 122,134,280 | 99.42 | 714,871 | 0.58 | 122,854,091 | 4,940 |
5. Authority to the Directors to set the remuneration of the External Auditor | 121,006,161 | 98.50 | 1,845,341 | 1.50 | 122,854,091 | 2,589 |
6. Authority to call extraordinary general meetings on 14 clear days' notice* | 118,668,363 | 96.60 | 4,182,714 | 3.40 | 122,854,091 | 3,014 |
7.Authority to allot shares | 119,667,605 | 97.41 | 3,184,403 | 2.59 | 122,854,091 | 2,083 |
8A. Dis-application of pre-emption rights* | 121,547,615 | 99.96 | 46,669 | 0.04 | 122,854,091 | 1,259,807 |
8B. Dis-application of pre-emption rights in connection with an acquisition or specified capital investment* | 121,208,329 | 99.68 | 387,206 | 0.32 | 122,854,091 | 1,258,556 |
9. Authority to purchase own shares* | 122,432,065 | 99.67 | 410,310 | 0.33 | 122,854,091 | 11,716 |
10. Authority to reissue Treasury Shares* | 122,815,442 | 99.98 | 25,857 | 0.02 | 122,854,091 | 12,792 |
* Denotes Special Resolutions
NOTES:
1 Votes "For" and "Against" are expressed as a percentage of votes received. The "For" votes include those giving the Chair discretion.
2 The total number of ordinary shares in issue on Thursday, 28 April 2022 was 175,779,932. The Company does not currently hold any ordinary shares as Treasury Shares.
3 A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
4 The Board notes that, although Resolution 2 was passed with the necessary majority, 32.45% of votes received were against the resolution. In advance of the AGM, the Remuneration Committee met extensively with our major shareholders to discuss the approach to remuneration. While shareholder feedback to the consultation was positive and shareholders have voted in favour of Resolution 2, we understand that a minority of shareholders had concerns with the level of base salary increases awarded, and were unable to vote in favour of Resolution 2 on this basis. As disclosed in our Annual Report, in presenting our Directors' Remuneration Report for 2021, the Remuneration Committee considered that increased base salary levels for our CEO and CFO were necessary to ensure that our Executive Director total remuneration packages are representative of Flutter's business context, and remain competitive in both the current UK market and the wider US and international digital markets in which we now operate. The Remuneration Committee and the Board continue to believe that these measures were appropriate and in the best interests of the Company. Following the AGM, the Company will continue to engage with shareholders to fully understand their concerns in relation to Executive Director remuneration and will take the full range of feedback received into account when determining our new Remuneration Policy and preparing our Remuneration Report for the financial year ending 31 December 2022, as required by the Irish Companies Act. In addition, in accordance with the provisions of the 2018 UK Corporate Governance Code, the Company will provide an update on the views received from shareholders and actions taken no later than six months after the AGM.
5 The voting results in relation to Resolution 2 reflect the proxy votes received by the Company in advance of the AGM as well as those votes cast in person at the meeting. Following the deadline for receipt of proxy votes of 11.00am (Irish time) on Tuesday 26 April 2022, the Company became aware that the voting instructions of certain institutional investors in relation to Resolution 2 as advised to the Company were not reflected in the proxy votes received by the Company. If these instructions had been reflected in the proxy votes received by the Company, the vote in favour of Resolution 2 would have been significantly above 70%. This does not have any effect on the validity of the adoption of Resolution 2 nor on any other resolution passed at the AGM. The Company has no reason to believe that any other voting instructions were similarly affected.
6 The total number of votes cast at the AGM (i.e. For, Against and Withheld) was 122,854,091 ordinary shares representing a 69.89% turnout.
As announced on 22 February 2022, having served 9 years on the Board, Michael Cawley decided not to seek re-election at the AGM and stepped down from the Board at the conclusion of the meeting.
The full text of the resolutions can be found in the Notice of AGM, which is available for inspection at the UK's National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism, and at Euronext Dublin (see below) and on the Company's website at www.flutter.com/investors/shareholder-centre/agm.
A copy of the resolutions passed under special business (as defined by the listing rules of the UK Listing Authority) will shortly be submitted to the UK's National Storage Mechanism for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and forwarded to Euronext Dublin and available for inspection at:
Company Announcements Office
Euronext Dublin
The Exchange Buildings
Foster Place
D02 E796
Edward Traynor
Company Secretary
Flutter Entertainment plc