1 May 2013 15:54
Results of the Annual General Meeting held on 1 May 2013 and Confirmation of Board Change
1 May 2013
Henderson Group plc reports that the resolutions contained in the Notice of Annual General Meeting (dated 20 March 2013 and lodged with the ASX and the National Storage Mechanism: www.hemscott.com/nsm.do) were each passed by the requisite majority of shareholders on 1 May 2013.
Resolutions 1 to 17 were each decided on a show of hands at the meeting. Resolutions 18 to 20 were each decided on a poll.
No resolutions were amended or withdrawn. The full text of each resolution is contained in the Notice of Annual General Meeting. Capitalised terms used below have the same meaning as in the Notice of Annual General Meeting.
Further to the announcement made on 6 February 2013, it is confirmed that Mr Pennant-Rea stepped down as a Non-Executive Director and Chairman of the Board following the Annual General Meeting, at which point Mr Gillingwater was appointed as Chairman of the Board of Henderson Group plc and of the Nomination Committee.
Henderson Group plc
47 Esplanade,
Jersey JE1 0BD
Registered in JerseyNo. 101484
ABN 67 133 992 766
Resolution 1: Directors' Report and Accounts
It was resolved, as an ordinary resolution, to receive the Directors' Report and Accounts.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 745,341,682 | 36,476 | 26,226 | 6,784,202 | 752,162,360 |
Resolution 2: Report on Directors' Remuneration
It was resolved, as an ordinary resolution, to approve the Report on Directors' Remuneration.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 701,583,302 | 43,653,059 | 165,948 | 6,781,740 | 752,018,101 |
Resolution 3: Dividend
It was resolved, as an ordinary resolution, to declare a final dividend of 5.05 pence per share.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 747,149,073 | 11,011 | 11,552 | 6,776,722 | 753,936,806 |
Resolution 4
It was resolved, as an ordinary resolution, to reappoint Ms S F Arkle as a Director of the Company.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 745,922,881 | 1,167,485 | 70,808 | 6,776,722 | 753,867,088 |
Resolution 5
It was resolved, as an ordinary resolution, to reappoint Mr K C Dolan as a Director of the Company.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 745,353,982 | 1,728,519 | 81,481 | 6,777,034 | 753,859,535 |
Resolution 6
It was resolved, as an ordinary resolution, to reappoint Mr D G R Ferguson as a Director of the Company.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 745,269,499 | 1,818,505 | 83,044 | 6,777,346 | 753,865,350 |
Resolution 7
It was resolved, as an ordinary resolution, to reappoint Mr A J Formica as a Director of the Company.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 745,929,230 | 1,156,925 | 85,785 | 6,776,722 | 753,862,877 |
Resolution 8
It was resolved, as an ordinary resolution, to reappoint Mrs S J Garrood as a Director of the Company.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 745,903,321 | 1,178,338 | 90,325 | 6,776,722 | 753,858,381 |
Resolution 9
It was resolved, as an ordinary resolution, to reappoint Mr R D Gillingwater as a Director of the Company.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 733,319,281 | 12,543,276 | 1,309,524 | 6,775,931 | 752,638,488 |
Resolution 10
It was resolved, as an ordinary resolution, to reappoint Mr T F How as a Director of the Company.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 745,282,686 | 1,816,068 | 70,290 | 6,776,786 | 753,875,540 |
Resolution 11
It was resolved, as an ordinary resolution, to reappoint Mr R C H Jeens as a Director of the Company.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 745,831,821 | 1,228,200 | 72,013 | 6,778,276 | 753,838,297 |
Resolution 12: Reappointment of the Auditors
It was resolved, as an ordinary resolution, to reappoint Ernst & Young LLP as Auditors to the Company.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 746,287,618 | 253,027 | 592,771 | 6,777,094 | 753,317,739 |
Resolution 13: Remuneration of the Auditors
It was resolved, as an ordinary resolution, to authorise the Directors to agree the remuneration of the Auditors.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 746,946,221 | 116,122 | 60,691 | 6,786,954 | 753,849,297 |
Resolution 14: Henderson Group plc Company Share Option Plan
It was resolved, as an ordinary resolution, to approve the amended Company Share Option Plan.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 741,164,790 | 1,188,527 | 3,037,482 | 6,781,803 | 749,135,120 |
Resolution 15: Henderson Group plc Buy As You Earn Plan
It was resolved, as an ordinary resolution, to approve the amended Buy As You Earn Plan.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 744,752,548 | 514,778 | 123,058 | 6,784,658 | 752,051,984 |
Resolution 16: Exclusion of CSOP options and insertion of consistent drafting in respect of dilution limits in the Henderson Group plc share plans
It was resolved, as an ordinary resolution, to amend dilution limits in the other share plans.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 741,956,477 | 3,312,102 | 98,609 | 6,782,658 | 752,051,237 |
Resolution 17: Authority to allot shares
It was resolved, as an ordinary resolution, to give limited authority to the Directors to allot shares.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 742,172,865 | 3,113,057 | 105,229 | 6,783,282 | 752,069,204 |
Resolution 18: Limited disapplication of pre-emption rights
It was resolved, as a resolution required under the Articles of Association, to disapply pre-emption rights to a limited extent.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 744,929,138 | 245,323 | 184,048 | 6,784,370 | 751,958,831 |
Total number of votes cast on the poll: | 751,696,444 | 249,316 | 184,048 | n/a | 751,945,760 |
Resolution 19: Authority to purchase own shares
It was resolved, as a special resolution, to authorise the Company to purchase its own shares.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 746,789,099 | 304,430 | 59,657 | 6,782,658 | 753,876,187 |
Total number of votes cast on the poll: | 753,558,686 | 304,430 | 59,657 | n/a | 753,863,116 |
Resolution 20: Contingent Purchase Contract
It was resolved, as a special resolution, to authorise the Company to enter into a Contingent Purchase Contract.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 746,052,024 | 309,746 | 707,597 | 6,784,360 | 753,146,130 |
Total number of votes cast on the poll: | 752,823,313 | 309,746 | 707,597 | n/a | 753,133,059 |
* A 'vote withheld' is not a vote in law. These were not counted in the calculation of the proportion of the votes for and against each of the resolutions.
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Further information www.henderson.com | |
Investor enquiries | |
Tony Hockey, Head of Strategy & Investor Relations | +44 (0) 20 7818 3832 tony.hockey@henderson.com |
or | |
+44 (0) 20 7818 5310 | |
investor.relations@henderson.com | |
Andrea Chen, Deputy Head of Investor Relations | +44 (0) 20 7818 5927 andrea.chen@henderson.com |
Media enquiries | |
Richard Acworth, Head of Corporate Communications
| +44 (0) 20 7818 3010 richard.acworth@henderson.com |
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Peter Ogden/George Trefgarne | Luis Garcia |
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