Last checked at 27 Apr 2023 16:00
27 April 2023
Flutter Entertainment plc (the "Company")
Results of Annual General Meeting 2023
The Company announces that the following resolutions were approved at its Annual General Meeting ("AGM") held on Thursday, 27 April 2023.
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 2022 and the reports of the Directors and External Auditor thereon | 111,060,608 | 99.93 | 79,095 | 0.07 | 111,521,834 | 376,858 | |||
2. To receive and consider the Remuneration Committee Chair's Statement and the Annual Report on Remuneration for the year ended 31 December 2022 | 106,821,444 | 95.8 | 4,683,506 | 4.2 | 111,521,834 | 11,611 | |||
3. To receive and consider the 2023 Directors' Remuneration Policy | 92,625,016 | 90.55 | 9,671,255 | 9.45 | 111,521,834 | 9,220,290 | |||
4(a). The election of Paul Edgecliffe-Johnson as a Director | 111,291,115 | 99.81 | 216,216 | 0.19 | 111,521,834 | 9,230 | |||
4(b). The election of Carolan Lennon as a Director | 111,268,190 | 99.79 | 238,958 | 0.21 | 111,521,834 | 9,413 | |||
5(a). Re-election of Nancy Cruickshank as a Director | 109,714,592 | 98.39 | 1,792,548 | 1.61 | 111,521,834 | 9,421 | |||
5(b). Re-election of Nancy Dubuc as a Director | 108,776,934 | 97.55 | 2,730,206 | 2.45 | 111,521,834 | 9,421 | |||
5(c). Re-election of Richard Flint as a Director | 111,224,370 | 99.75 | 282,770 | 0.25 | 111,521,834 | 9,421 | |||
5(d). Re-election of Alfred F. Hurley Jr as a Director | 97,387,697 | 95.19 | 4,925,482 | 4.81 | 111,521,834 | 9,203,382 | |||
5(e). Re-election of Peter Jackson as a Director | 111,308,914 | 99.82 | 197,426 | 0.18 | 111,521,834 | 10,221 | |||
5(f). Re-election of. Holly Keller Koeppel as a Director | 108,065,847 | 96.91 | 3,440,493 | 3.09 | 111,521,834 | 10,221 | |||
5(g). Re-election of David Lazzarato as a Director | 110,514,025 | 99.39 | 678,097 | 0.61 | 111,521,834 | 324,439 | |||
5(h). Re-election of Gary McGann as a Director | 102,222,083 | 93.36 | 7,270,014 | 6.64 | 111,521,834 | 2,024,464 | |||
5(i). Re-election of Atif Rafiq as a Director | 111,256,961 | 99.78 | 249,379 | 0.22 | 111,521,834 | 10,221 | |||
5(j). Re-election of Mary Turner as a Director | 110,344,016 | 98.96 | 1,162,324 | 1.04 | 111,521,834 | 10,221 | |||
6. Authority to the Directors to set the remuneration of the External Auditor | 110,805,441 | 99.37 | 705,896 | 0.63 | 111,521,834 | 5,224 | |||
7. Authority to call extraordinary general meetings on 14 clear days' notice* | 107,355,732 | 96.27 | 4,155,605 | 3.73 | 111,521,834 | 5,224 | |||
8. Authority to allot shares | 108,067,503 | 96.91 | 3,444,181 | 3.09 | 111,521,834 | 4,877 | |||
9A. Dis-application of pre-emption rights* | 109,938,669 | 99.89 | 116,891 | 0.11 | 111,521,834 | 1,461,001 | |||
9B. Dis-application of pre-emption rights in connection with an acquisition or specified capital investment* | 109,545,456 | 99.54 | 510,104 | 0.46 | 111,521,834 | 1,461,001 | |||
10. Authority to purchase own shares* | 110,815,636 | 99.39 | 684,842 | 0.61 | 111,521,834 | 16,083 | |||
11. Authority to reissue Treasury Shares* | 111,506,682 | 99.99 | 4,216 | 0.01 | 111,521,834 | 5,663 | |||
12. To approve the establishment of the Flutter Entertainment plc 2023 LTIP | 93,969,628 | 91.86 | 8,323,758 | 8.14 | 111,521,834 | 9,223,175 | |||
13. To approve the amendment to the rules of the Flutter Entertainment plc 2016 Restricted Share Plan | 104,024,563 | 93.30 | 7,464,508 | 6.70 | 111,521,834 | 27,490 | |||
14. To approve the proposed updates to the Articles of Association* | 111,510,229 | 99.99 | 115 | 0.01 | 111,521,834 | 6,217 | |||
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* 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, 27 April 2023 was 176,445817. 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 total number of votes cast at the AGM (i.e. For, Against and Withheld) was 111,521,834 ordinary shares representing a 63.20% turnout.
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 at: https://direct.euronext.com/#/oamfiling
Edward Traynor
Company Secretary
Flutter Entertainment plc