Last checked at 29 Apr 2021 15:15
29 April 2021
Flutter Entertainment plc (the "Company")
Results of Annual General Meeting 2021
The Company announces that the following resolutions were approved at its Annual General Meeting ("AGM") held on Thursday, 29 April 2021.
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 2020 and the reports of the Directors and External Auditor thereon | 83,264,267 | 99.98 | 20,059 | 0.02 | 83,284,326 | 94,219 |
2. To receive and consider the Remuneration Committee Chair's Statement and the Annual Report on Remuneration for the year ended 31 December 2020 | 70,293,675 | 84.52 | 12,870,333 | 15.48 | 83,164,008 | 214,537 |
3(a). Re-election of Zillah Byng-Thorne as a Director | 67,829,593 | 81.64 | 15,258,407 | 18.36 | 83,088,000 | 290,545 |
3(b). Re-election of Michael Cawley as a Director | 73,195,769 | 88.09 | 9,892,231 | 11.91 | 83,088,000 | 290,545 |
3(c). Re-election of Nancy Cruickshank as a Director | 78,310,831 | 94.05 | 4,954,333 | 5.95 | 83,265,164 | 113,381 |
3(d). Re-election of Richard Flint as a Director | 77,594,305 | 93.17 | 5,686,760 | 6.83 | 83,281,065 | 97,480 |
3(e). Re-election of Andrew Higginson | 75,725,926 | 90.95 | 7,539,248 | 9.05 | 83,265,174 | 113,371 |
3(f). Re-election of Jonathan Hill as a Director | 83,225,305 | 99.93 | 57,924 | 0.07 | 83,283,229 | 95,316 |
3(g). Re-election of Alfred F. Hurley Jr. as a Director | 82,827,590 | 99.48 | 435,308 | 0.52 | 83,262,898 | 115,647 |
3(h). Re-election of Peter Jackson as a Director | 83,094,159 | 99.77 | 190,650 | 0.23 | 83,284,809 | 93,736 |
3(i) Re-election of David Lazzarato as a Director | 79,246,274 | 95.15 | 4,035,013 | 4.85 | 83,281,287 | 97,258 |
3(j). Re-election of Gary McGann as a Director | 78,631,539 | 94.41 | 4,653,366 | 5.59 | 83,284,905 | 93,640 |
3(k). Re-election of Mary Turner as a Director | 82,995,988 | 99.68 | 269,176 | 0.32 | 83,265,164 | 113,381 |
4. Authority to the Directors to set the remuneration of the External Auditor | 81,457,498 | 97.81 | 1,827,407 | 2.19 | 83,284,905 | 93,640 |
5. Authority to call extraordinary general meetings on 14 clear days' notice* | 78,021,845 | 93.68 | 5,262,594 | 6.32 | 83,284,439 | 94,106 |
6.Authority to allot shares4 | 58,154,654 | 69.83 | 25,129,206 | 30.17 | 83,283,860 | 94,685 |
7A. Dis-application of pre-emption rights* | 79,220,763 | 95.30 | 3,907,973 | 4.7 | 83,128,736 | 249,809 |
7B. Dis-application of pre-emption rights in connection with an acquisition or specified capital investment* | 79,024,804 | 95.06 | 4,105,312 | 4.94 | 83,130,116 | 248,429 |
8. Authority to purchase own shares* | 82,567,409 | 99.15 | 707,347 | 0.85 | 83,274,756 | 103,789 |
9. Authority to reissue Treasury Shares* | 83,241,193 | 99.96 | 33,659 | 0.04 | 83,274,852 | 103,693 |
10. Capitalisation of amounts standing to the credit of the Company's merger reserve account | 83,253,243 | 99.96 | 31,186 | 0.04 | 83,284,429 | 94,116 |
11. Approval of reduction in the company capital of the Company* | 83,252,804 | 99.99 | 3,540 | 0.01 | 83,256,344 | 95,275 |
* 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 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, 29 April 2021 was 175,229,694.
4 The Board notes that, although Resolution 6 was passed with the necessary majority, 30.17% of votes received were against. Resolution 6 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.
5 The total number of votes cast (i.e. For, Against and Withheld) was 83,378,545 ordinary shares representing a 47.58% 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 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