Last checked at 24 Feb 2021 13:01
For immediate release | 24 February 2021 |
Gooch & Housego PLC
("G&H" or the "Company")
Result of AGM
Gooch & Housego PLC (AIM: GHH), the specialist manufacturer of photonic components & systems, held its Annual General Meeting earlier today.
For information, the proxy votes received in respect of the resolutions proposed at the AGM were as follows:
No. | Resolution | No. of Proxy Votes | ||
FOR | AGAINST | WITHHELD* | ||
1. | To receive the Annual Report and Financial Statements for the financial year ended 30 September 2020 together with the Directors' Report and Auditors' Report thereon | 16,670,569 | 0 | 204,095 |
2. | To receive and approve the Remuneration Committee Report set out on pages 43 to 48 (excluding page 44) of the Annual Report and Financial Statements for the financial year ended 30 September 2020 | 9,423,427 | 6,473,509 | 977,727 |
3. | To re-elect Gary Bullard as a Director | 15,093,159 | 1,575,812 | 205,693 |
4. | To re-elect Mark Webster as a Director | 16,622,629 | 46,342 | 205,693 |
5. | To elect Chris Jewell as a Director | 16,668,971 | 0 | 205,693 |
6. | To re-elect Brian Phillipson as a Director | 10,923,449 | 5,550,422 | 400,793 |
7. | To elect Louise Evans as a Director | 16,669,371 | 0 | 205,293 |
8. | To re-appoint Messrs PricewaterhouseCoopers LLP as Auditors to the Company | 14,910,103 | 1,759,268 | 205,293 |
9. | To authorise the Directors to fix the Remuneration of the Auditors of the Company | 16,667,571 | 0 | 207,093 |
10. | To approve the rules of the Gooch & Housego Sharesave Plan | 16,669,261 | 0 | 205,043 |
11. | To approve the rules of the Gooch & Housego Employee Stock Purchase Plan | 16,669,261 | 0 | 205,403 |
12. | To authorise the Directors' to allot shares pursuant to section 551 of the Companies Act 2006 | 16,669,812 | 757 | 204,095 |
13 (a) | Special resolution to authorise the Directors' to allot shares pursuant to section 570 of the Companies Act 2006 | 16,660,911 | 6,727 | 207,026 |
13 (b) | Special Resolution to partially disapply statutory rights of pre-emption | 16,660,911 | 6,727 | 207,026 |
14 | Special Resolution to authorise the Company to purchase its own shares pursuant to section 701 of the Companies Act 2006 | 13,368,804 | 0 | 3,505,860 |
* A "vote withheld" is not a vote in law and is not counted in the calculation of the percentages of votes cast for and against a resolution.
As an AIM traded company G&H is not required to put its Remuneration Committee report to the shareholders and accordingly Resolution 2 was an advisory vote only. The Board understands that the votes received against resolutions 2 and 6 relate to the one-time LTIP award designed to ensure retention and incentivisation of our senior management team (including the Executive Directors) during the ongoing restructuring of our global manufacturing operations when travel is severely restricted. The Remuneration Committee undertook a consultation exercise with the Company's largest shareholders in Q4 2020, prior to the despatch of the Company's Annual Report & Accounts, and sought to reflect the feedback received in the final scheme.
This one-time LTIP award was to address a particular set of circumstances and the Board does not intend to repeat it. The Board remains committed to continuing an open and transparent dialogue with the Company's shareholders and will, therefore, continue to consult and engage with shareholders in order to better understand their reasons for voting against these resolutions. In accordance with the provisions of the 2018 UK Corporate Governance Code, which the Company has chosen but is not obliged to adopt, the Board shall provide an update on this engagement process within six months of the AGM. It will also report in the Company's 2021 Annual Report what steps have been taken by the Board in order to better understand shareholders' views in relation to these resolutions and what impact any feedback may have on future decisions to be taken by the Board and actions or resolutions to be proposed.
For further information contact:
| ||
Mark Webster/Chris Jewell | Gooch & Housego PLC | 01460 256440 |
Mark Court/Sophie Wills/ Charlotte Slater | Buchanan | 020 7466 5000
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Christopher Baird/Patrick Robb/ David Anderson | Investec Bank plc | 020 7597 5970 |
Notes to editors
1. Gooch & Housego is a photonics technology business headquartered in Ilminster, Somerset, UK with operations in the USA and Europe. A world leader in its field, the company researches, designs, engineers and manufactures advanced photonic systems, components and instrumentation for applications in the Aerospace & Defence, Industrial, Life Sciences and Scientific Research sectors. World leading design, development and manufacturing expertise is offered across a broad range of complementary technologies.
2. All financial information included in this announcement is sourced from unaudited management accounts and excludes any specific items. This announcement contains certain forward-looking statements that are based on management's current expectations or beliefs as well as assumptions about future events. These are subject to risk factors associated with, amongst other things, the economic and business circumstances occurring from time to time in the countries and sectors in which G&H operates. It is believed that the expectations reflected in these statements are reasonable but they may be affected by a wide range of variables which could cause actual results, and G&H's plans and objectives, to differ materially from those currently anticipated or implied in the forward-looking statements. Investors should not place undue reliance on any such statements. Nothing in this announcement should be construed as a profit forecast.