Last checked at 14 May 2020 16:00
14 May 2020
Flutter Entertainment plc (the "Company")
Results of Annual General Meeting 2020
The Company announces that the following resolutions were approved at its Annual General Meeting ("AGM") held on Thursday, 14 May 2020.
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 votes | Votes Withheld2 | ||
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 2019 and the reports of the Directors and External Auditor thereon | 56,179,841 | 99.98 | 9,236 | 0.02 | 56,252,999 | 63,922 |
2. To receive and consider the Directors' Remuneration Report for the year ended 31 December 2019 | 55,859,906 | 99.30 | 392,940 | 0.70 | 56,254,924 | 2,078 |
3. To approve the Directors' Remuneration Policy | 53,240,152 | 94.64 | 3,012,332 | 5.36 | 56,254,924 | 2,440 |
4B(i). Election of Rafael (Rafi) Ashkenazi as a Director | 56,179,347 | 99.87 | 72,564 | 0.13 | 56,253,000 | 1,089 |
4B(ii). Election of Nancy Cruickshank as a Director | 56,084,197 | 99.70 | 167,864 | 0.30 | 56,253,000 | 939 |
4B(iii). Election of Richard Flint as a Director | 56,182,499 | 99.88 | 68,354 | 0.12 | 56,253,000 | 2,147 |
4B(iv). Election of Divyesh (Dave) Gadhia as a Director | 56,184,969 | 99.88 | 67,242 | 0.12 | 56,253,000 | 789 |
4B(v). Election of Andrew Higginson as a Director | 56,103,729 | 99.75 | 142,833 | 0.25 | 56,252,999 | 6,437 |
4B(vi). Election of Alfred F. Hurley, Jr as a Director | 56,138,705 | 99.86 | 77,243 | 0.14 | 56,252,999 | 37,051 |
4B(vii). Election of David Lazzarato as a Director | 56,178,247 | 99.87 | 73,564 | 0.13 | 56,253,000 | 1,189 |
4B(viii). Election of Mary Turner as a Director | 56,202,480 | 99.91 | 49,731 | 0.09 | 56,253,000 | 789 |
4B(ix). Re-election of Zillah Byng-Thorne as a Director | 45,986,511 | 81.80 | 10,232,569 | 18.20 | 56,254,923 | 35,843 |
4B(x). Re-election of Michael Cawley as a Director | 49,343,079 | 87.72 | 6,908,980 | 12.28 | 56,252,998 | 939 |
4B(xi). Re-election of Ian Dyson as a Director | 56,012,479 | 99.57 | 239,581 | 0.43 | 56,252,999 | 939 |
4B(xii). Re-election of Jonathan Hill as a Director | 56,230,690 | 99.96 | 21,371 | 0.04 | 56,253,000 | 939 |
4B(xiii). Re-election of Peter Jackson as a Director | 56,247,682 | 99.99 | 4,448 | 0.01 | 56,253,000 | 870 |
4B(xiv). Re-election of Gary McGann as a Director | 54,152,281 | 96.27 | 2,099,778 | 3.73 | 56,252,998 | 939 |
4B(xv). Re-election of Peter Rigby as a Director | 56,023,400 | 99.60 | 227,302 | 0.40 | 56,252,999 | 2,297 |
5. To approve an increase in the maximum aggregate amount of ordinary remuneration payable to Directors | 56,203,940 | 99.92 | 42,232 | 0.08 | 56,249,400 | 3,228 |
6. Authority to the Directors to set the remuneration of the External Auditor | 56,237,764 | 99.98 | 10,660 | 0.02 | 56,249,399 | 975 |
7. Authority to call extraordinary general meetings on 14 clear days' notice* | 54,948,796 | 97.68 | 1,303,484 | 2.32 | 56,253,000 | 720 |
8. Authority to increase the authorised share capital | 55,426,056 | 98.53 | 825,138 | 1.47 | 56,253,000 | 1,806 |
9.Authority to allot shares5 | 41,478,953 | 73.74 | 14,773,176 | 26.26 | 56,252,999 | 870 |
10A. Dis-application of pre-emption rights* | 56,243,065 | 99.99 | 7,455 | 0.01 | 56,253,000 | 2,480 |
10B. Dis-application of pre-emption rights in connection with an acquisition or specified capital investment* | 56,240,538 | 99.98 | 9,981 | 0.02 | 56,252,999 | 2,480 |
11. Authority to purchase own shares* | 56,168,290 | 99.86 | 79,803 | 0.14 | 56,252,999 | 4,906 |
12. Authority to reissue Treasury Shares* | 56,215,901 | 99.94 | 32,082 | 0.06 | 56,252,999 | 5,016 |
13. Adoption of the Flutter Entertainment plc Restricted Share Plan | 55,989,735 | 99.54 | 261,565 | 0.46 | 56,253,000 | 1,700 |
14. To approve payment of the Final 2019 Dividend by way of a bonus issue of new ordinary shares | 56,184,835 | 99.88 | 67,294 | 0.12 | 56,252,999 | 870 |
* Denotes Special Resolutions
NOTES:
1 Votes "For" and "Against" are expressed as a percentage of votes received. The "For" votes include those giving the Chairman discretion.
2 A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
3 The total number of ordinary shares in issue, excluding Treasury Shares, on Thursday, 14 May 2020 was 144,921,378.
4 Following completion of the Combination with The Stars Group, Inc. ("TSG") on 5 May 2020, TSG shares were exchanged for Flutter shares at the ratio of 1 TSG share for 0.2253 Flutter Shares. Due to the timing of completion and the time it normally takes for shares to settle in North America, TSG shareholders have not been able to vote on the resolutions proposed at this meeting. As a result, this has impacted on voting turnout.
5 The Board notes that, although Resolution 9 was passed with the necessary majority, 26.26% of votes received were against. Resolution 9 was proposed in accordance with routine practice for listed companies, and as mentioned in our Notice of AGM, the authority sought by the Company was in line with the guidance issued by the Investment Association's Share Capital Management Guidelines. The Board considers the flexibility afforded by this authority to be in the best interests of the Company and shareholders. In order to further understand the reasons behind this result, the Board will continue to consult and engage with major shareholders and will analyse the votes against. 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.
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 www.morningstar.co.uk/uk/NSM, 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 www.morningstar.co.uk/uk/NSM and forwarded to Euronext Dublin and available for inspection at:
Company Announcements Office
Euronext Dublin
28 Anglesea Street
Dublin 2
Ireland
Edward Traynor
Company Secretary
Flutter Entertainment plc