Last checked at 12 May 2015 17:14
Glanbia plc ("the Company")
The Directors of the Company wish to announce that all resolutions proposed at the Annual General Meeting of the Company held on 12 May 2015 were passed, results of which are set out below. The full text of each resolution was included in the notice of the Annual General Meeting of the Company circulated to Shareholders on 9 April 2015 and made available on the Company's website www.glanbia.com.
In accordance with the Listing Rules two copies of the resolutions passed at the Annual General Meeting of the Company have been forwarded to both the Irish Stock Exchange and the UK National Storage Mechanism and will shortly be available for inspection at the following locations:-
Companies Announcements Office,
Irish Stock Exchange,
28 Anglesea Street,
Dublin 2,
Ireland
and
http://www.morningstar.co.uk/uk/NSM
RESULTS OF AGM
Each of resolutions 1 to 12 proposed at the Company's Annual General Meeting held on 12 May 2015 (save as provided otherwise herein) were carried on a show of hands. Results of the proxy votes received for each resolution are outlined below.
Resolutions 3(p) to 3(s) were passed on a poll both by all the shareholders present and voting and all the independent shareholders present and voting (that is the shareholders of the Company entitled to vote on the election of the Directors who are not controlling shareholders (i.e. those shareholder(s) that exercise or control more than 30% of the voting rights of the Company). The results of the voting, on each resolution on each basis, are outlined below.
Resolution 1:
To receive and consider the financial statements for the year ended 3 January 2015
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
198,645,073 | 100.00% | 1,484 | 0.00% | 198,646,557 | 100.00% | 75,128 | 0.04% | 198,721,685 | 100.00% |
Resolution 2:
Declaration of Dividend
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
198,628,065 | 99.99% | 21,782 | 0.01% | 198,649,847 | 100.00% | 71,838 | 0.04% | 198,721,685 | 100.00% |
Resolution 3:
Re-appointment of Directors:
3a - William Carroll
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
190,024,612 | 95.71% | 8,522,516 | 4.29% | 198,547,128 | 100.00% | 174,236 | 0.09% | 198,721,364 | 100.00% |
3b - Henry Corbally
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
163,716,401 | 82.55% | 34,599,244 | 17.45% | 198,315,645 | 100.00% | 406,040 | 0.20% | 198,721,685 | 100.00% |
3c - Jer Doheny
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
190,029,435 | 95.71% | 8,519,791 | 4.29% | 198,549,226 | 100.00% | 172,459 | 0.09% | 198,721,685 | 100.00% |
3d - Mark Garvey
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
194,355,188 | 97.89% | 4,194,359 | 2.11% | 198,549,547 | 100.00% | 172,138 | 0.09% | 198,721,685 | 100.00% |
3e - Vincent Gorman
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
190,015,471 | 95.70% | 8,530,541 | 4.30% | 198,546,012 | 100.00% | 175,673 | 0.09% | 198,721,685 | 100.00% |
3f - Brendan Hayes
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
190,094,024 | 95.74% | 8,454,199 | 4.26% | 198,548,223 | 100.00% | 173,575 | 0.09% | 198,721,798 | 100.00% |
3g - Martin Keane
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
163,716,068 | 82.55% | 34,598,140 | 17.45% | 198,314,208 | 100.00% | 407,477 | 0.21% | 198,721,685 | 100.00% |
3h - Michael Keane
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
190,016,873 | 95.70% | 8,531,237 | 4.30% | 198,548,110 | 100.00% | 173,575 | 0.09% | 198,721,685 | 100.00% |
3i - Hugh McGuire
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
194,355,902 | 97.89% | 4,193,324 | 2.11% | 198,549,226 | 100.00% | 172,459 | 0.09% | 198,721,685 | 100.00% |
3j - Matthew Merrick
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
190,013,787 | 95.70% | 8,535,439 | 4.30% | 198,549,226 | 100.00% | 172,459 | 0.09% | 198,721,685 | 100.00% |
3k - John Murphy
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
190,011,808 | 95.70% | 8,537,418 | 4.30% | 198,549,226 | 100.00% | 172,459 | 0.09% | 198,721,685 | 100.00% |
3l - Patrick Murphy
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
190,016,312 | 95.70% | 8,533,235 | 4.30% | 198,549,547 | 100.00% | 172,138 | 0.09% | 198,721,685 | 100.00% |
3m - Brian Phelan
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
194,351,384 | 97.89% | 4,198,163 | 2.11% | 198,549,547 | 100.00% | 172,138 | 0.09% | 198,721,685 | 100.00% |
3n - Eamon Power
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
190,010,908 | 95.70% | 8,536,541 | 4.30% | 198,547,449 | 100.00% | 174,236 | 0.09% | 198,721,685 | 100.00% |
3o - Siobhan Talbot
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
194,398,164 | 97.91% | 4,151,683 | 2.09% | 198,549,847 | 100.00% | 171,838 | 0.09% | 198,721,685 | 100.00% |
3p - Patrick Coveney(All Shareholders)
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
187,273,949 | 94.93% | 10,007,168 | 5.07% | 197,281,117 | 100.00% | 2,001,456 | 1.00% | 199,282,573 | 100.00% |
(Independent Shareholders)
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
64,581,551 | 86.58% | 10,007,168 | 13.42% | 74,588,719 | 100.00% | 2,001,456 | 2.61% | 76,590,175 | 100.00% |
3q - Donard Gaynor
(All Shareholders)
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
197,874,191 | 99.33% | 1,325,800 | 0.67% | 199,199,991 | 100.00% | 81,787 | 0.04% | 199,281,778 | 100.00% |
(Independent Shareholders)
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
75,181,793 | 98.27% | 1,325,800 | 1.73% | 76,507,593 | 100.00% | 81,787 | 0.11% | 76,589,380 | 100.00% |
3r - Paul Haran
(All Shareholders)
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
197,780,543 | 99.29% | 1,417,686 | 0.71% | 199,198,229 | 100.00% | 83,549 | 0.04% | 199,281,778 | 100.00% |
(Independent Shareholders)
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
75,088,145 | 98.15% | 1,417,686 | 1.85% | 76,505,831 | 100.00% | 83,549 | 0.11% | 76,589,380 | 100.00% |
3s - Dan O'Connor
(All Shareholders)
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
198,592,187 | 99.70% | 607,179 | 0.30% | 199,199,366 | 100.00% | 82,412 | 0.04% | 199,281,778 | 100.00% |
(Independent Shareholders)
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
75,899,789 | 99.21% | 607,179 | 0.79% | 76,506,968 | 100.00% | 82,412 | 0.11% | 76,589,380 | 100.00% |
Liam Herlihy, David Farrell and Patrick Gleeson retired at the conclusion of the Annual General Meeting and accordingly did not offer themselves for re-appointment. A new chairman will be nominated by the Society and appointed by the Board on 12 June 2015.
Resolution 4:
To authorise the Directors to fix the remuneration of the Auditors for the 2015 financial year
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
189,348,282 | 95.67% | 8,564,186 | 4.33% | 197,912,468 | 100.00% | 809,217 | 0.41% | 198,721,685 | 100.00% |
Resolution 5:
To receive and consider the Remuneration Committee report
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
193,564,861 | 97.69% | 4,569,311 | 2.31% | 198,134,172 | 100.00% | 587,513 | 0.30% | 198,721,685 | 100.00% |
Resolution 6:
To receive and consider the Remuneration Committee Policy report
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
191,062,482 | 97.59% | 4,715,762 | 2.41% | 195,778,244 | 100.00% | 2,943,441 | 1.48% | 198,721,685 | 100.00% |
Resolution 7:
Authorisation to allot equity securities shares for cash
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
198,576,540 | 99.99% | 20,887 | 0.01% | 198,597,427 | 100.00% | 124,258 | 0.06% | 198,721,685 | 100.00% |
Resolution 8:
Special resolution: Authorisation to allot equity securities otherwise than in accordance with statutory pre‑emption rights
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
198,575,784 | 99.97% | 59,102 | 0.03% | 198,634,886 | 100.00% | 86,799 | 0.04% | 198,721,685 | 100.00% |
Resolution 9:
Special resolution: Authorisation to retain the power to hold EGMs on 14 days' notice
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
195,051,955 | 98.19% | 3,596,892 | 1.81% | 198,648,847 | 100.00% | 72,838 | 0.04% | 198,721,685 | 100.00% |
Resolution 10:
Special resolution: To amend the Memorandum of Association
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
198,616,677 | 99.99% | 18,294 | 0.01% | 198,634,971 | 100.00% | 85,014 | 0.04% | 198,719,985 | 100.00% |
Resolution 11:
Special resolution: To amend the Articles of Association
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
198,620,711 | 99.99% | 18,566 | 0.01% | 198,639,277 | 100.00% | 82,408 | 0.04% | 198,721,685 | 100.00% |
Resolution 12:
Ordinary resolution: To amend the 2008 Long Term Incentive Plan
For | Against | Total | Withheld | Total including withheld | |||||
Votes/Shares | % | Votes/Shares | % | Votes/Shares | Votes/Shares | % | Votes/Shares | % | |
191,306,153 | 97.58% | 4,737,693 | 2.42% | 196,043,846 | 100.00% | 2,677,839 | 1.35% | 198,721,685 | 100.00% |
The "Vote Withheld" option is provided to enable abstention on any particular resolution. However, it should be noted that a "Vote Withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
12 May 2015
For further information contact:
Michael Horan, Group Secretary
Tel: 056 7772200