1 May 2014 15:19
Results of the Annual General Meeting held on 1 May 2014
1 May 2014
Henderson Group plc reports that the resolutions contained in the Notice of Annual General Meeting (dated 20 March 2014 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 2014. This included the appointment of PricewaterhouseCoopers LLP as auditors following the resignation of Ernst & Young LLP as auditors.
All resolutions were 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No resolutions were amended or withdrawn.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.
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: | 771,963,241 | 610,974 | 12,009,060 | 6,357,624 | 778,931,839 |
Total number of votes cast on the poll: | 778,744,263 | 610,974 | 12,009,060 | N/A | 779,355,237 |
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: | 555,218,183 | 216,129,042 | 13,185,530 | 6,365,766 | 777,712,991 |
Total number of votes cast on the poll: | 561,937,891 | 216,129,042 | 13,254,986 | N/A | 778,066,933 |
Resolution 3: Directors' Remuneration Policy
It was resolved, as an ordinary resolution, to approve the Directors' Remuneration Policy.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 691,854,097 | 79,883,565 | 12,725,024 | 6,366,894 | 778,104,556 |
Total number of votes cast on the poll: | 698,574,933 | 79,883,565 | 12,794,480 | N/A | 778,458,498 |
Resolution 4: Dividend
It was resolved, as an ordinary resolution, to declare a final dividend of 5.85 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: | 782,951,645 | 6,234 | 1,597,841 | 6,358,865 | 789,316,744 |
Total number of votes cast on the poll: | 789,733,908 | 6,234 | 1,597,841 | N/A | 789,740,142 |
Resolution 5
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: | 752,214,416 | 30,698,827 | 1,618,825 | 6,363,971 | 789,277,214 |
Total number of votes cast on the poll: | 759,001,785 | 30,698,827 | 1,618,825 | N/A | 789,700,612 |
Resolution 6
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: | 752,229,119 | 30,679,481 | 1,620,397 | 6,367,042 | 789,275,642 |
Total number of votes cast on the poll: | 759,019,559 | 30,679,481 | 1,620,397 | N/A | 789,699,040 |
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: | 781,428,114 | 1,470,487 | 1,633,081 | 6,364,513 | 789,263,114 |
Total number of votes cast on the poll: | 781,766,758 | 1,470,487 | 8,082,348 | N/A | 783,237,245 |
Resolution 8
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: | 740,011,272 | 42,421,976 | 2,096,662 | 6,366,285 | 788,799,533 |
Total number of votes cast on the poll: | 746,785,955 | 42,421,976 | 2,111,662 | N/A | 789,207,931 |
Resolution 9
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: | 748,047,929 | 31,446,554 | 5,036,028 | 6,365,620 | 785,860,103 |
Total number of votes cast on the poll: | 754,836,947 | 31,446,554 | 5,036,028 | N/A | 786,283,501 |
Resolution 10
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: | 781,585,316 | 1,322,523 | 1,623,672 | 6,364,060 | 789,271,899 |
Total number of votes cast on the poll: | 788,372,774 | 1,322,523 | 1,623,672 | N/A | 789,695,297 |
Resolution 11
It was resolved, as an ordinary resolution, to reappoint Ms A C Seymour-Jackson 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: | 782,792,498 | 96,473 | 1,619,993 | 6,386,607 | 789,275,578 |
Total number of votes cast on the poll: | 789,602,503, | 96,473 | 1,619,993 | N/A | 789,698,976 |
Resolution 12
It was resolved, as an ordinary resolution, to reappoint Mr R M J Thompson 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: | 781,408,740 | 1,488,667 | 1,632,531 | 6,365,945 | 789,263,352 |
Total number of votes cast on the poll: | 788,198,083 | 1,488,667 | 1,632,531 | N/A | 789,686,750 |
Resolution 13: Appointment of the Auditors
It was resolved, as an ordinary resolution, to appoint Pricewaterhouse Coopers 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: | 782,274,583 | 462,915 | 1,815,669 | 6,342,769 | 789,080,267 |
Total number of votes cast on the poll: | 789,040,750 | 462,915 | 1,815,669 | N/A | 789,503,665 |
Resolution 14: 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: | 782,638,785 | 82,579 | 1,815,616 | 6,358,862 | 789,080,226 |
Total number of votes cast on the poll: | 789,421,045 | 82,579 | 1,815,616 | N/A | 789,503,624 |
Resolution 15: Henderson Group plc Deferred Equity Plan
It was resolved, as an ordinary resolution, to approve the renewal of the Deferred Equity Plan.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 748,810,033 | 33,477,149 | 2,244,408 | 6,362,540 | 788,649,722 |
Total number of votes cast on the poll: | 749,077,248 | 33,477,149 | 2,313,864 | N/A | 782,554,397 |
Resolution 16: Henderson Group plc Restricted Share Plan
It was resolved, as an ordinary resolution, to approve the renewal of the Restricted Share Plan.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 775,369,413 | 7,257,451 | 1,903,670 | 6,362,673 | 788,989,537 |
Total number of votes cast on the poll: | 775,636,761 | 7,257,451 | 1,973,126 | N/A | 782,894,212 |
Resolution 17: Henderson Group plc Long Term Incentive Plan
It was resolved, as an ordinary resolution, to approve the renewal of the Long Term Incentive Plan.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 734,517,895 | 48,111,495 | 1,901,266 | 6,361,549 | 788,990,939 |
Total number of votes cast on the poll: | 734,784,119 | 48,111,495 | 1,970,722 | N/A | 782,895,614 |
Resolution 18: Henderson Group plc Company Share Option Plan
It was resolved, as an ordinary resolution, to approve the renewal of 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: | 779,723,242 | 2,961,228 | 1,841,066 | 6,361,818 | 789,046,288 |
Total number of votes cast on the poll: | 779,989,735 | 2,961,228 | 1,910,522 | N/A | 782,950,963 |
Resolution 19: Henderson Group plc Executive Shared Ownership Plan
It was resolved, as an ordinary resolution, to approve the renewal of the Executive Shared Ownership Plan.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 779,669,787 | 3,001,828 | 1,868,952 | 6,369,611 | 789,041,226 |
Total number of votes cast on the poll: | 779,944,073 | 3,001,828 | 1,938,408 | N/A | 782,945,901 |
Resolution 20: Henderson Group plc Buy As You Earn Plan
It was resolved, as an ordinary resolution, to approve the renewal of the 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: | 780,930,991 | 1,719,223 | 1,856,365 | 6,372,020 | 789,022,234 |
Total number of votes cast on the poll: | 781,207,686 | 1,719,223 | 1,925,821 | N/A | 782,926,909 |
Resolution 21: Henderson Group plc International Buy As You Earn Plan
It was resolved, as an ordinary resolution, to approve the renewal of the International 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: | 780,930,893 | 1,728,176 | 1,858,653 | 6,368,512 | 789,027,581 |
Total number of votes cast on the poll: | 781,204,080 | 1,728,176 | 1,928,109 | N/A | 782,932,256 |
Resolution 22: Henderson Group plc Sharesave Scheme
It was resolved, as an ordinary resolution, to approve the renewal of the Sharesave Scheme.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 779,893,336 | 2,776,464 | 1,849,507 | 6,370,062 | 789,039,862 |
Total number of votes cast on the poll: | 780,168,073 | 2,776,464 | 1,918,963 | N/A | 782,944,537 |
Resolution 23: Henderson Group plc Sharesave Plan USA
It was resolved, as an ordinary resolution, to approve the renewal of the Sharesave Plan USA.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 780,908,898 | 1,761,810 | 1,850,704 | 6,366,094 | 789,036,802 |
Total number of votes cast on the poll: | 781,179,667 | 1,761,810 | 1,920,160 | N/A | 782,941,477 |
Resolution 24: 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: | 746,885,521 | 35,956,676 | 1,684,689 | 6,361,244 | 789,203,441 |
Total number of votes cast on the poll: | 753,600,707 | 35,956,676 | 1,754,145 | N/A | 789,557,383 |
Resolution 25: 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: | 781,841,652 | 1,001,759 | 1,680,371 | 6,361,228 | 789,204,639 |
Total number of votes cast on the poll: | 788,556,822 | 1,001,759 | 1,749,827 | N/A | 789,558,581 |
Resolution 26: 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: | 782,501,348 | 347,874 | 1,695,914 | 6,366,413 | 789,215,635 |
Total number of votes cast on the poll: | 789,291,159 | 347,874 | 1,695,914 | N/A | 789,639,033 |
Resolution 27: 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: | 781,889,745 | 890,646 | 1,740,275 | 6,366,840 | 789,147,231 |
Total number of votes cast on the poll: | 788,610,527 | 890,646 | 1,809,731 | N/A | 789,501,173 |
Resolution 28: Amendment to the Articles of Association
It was resolved, as a special resolution, to approve the amendment to the Articles of Association.
For | Against | Votes withheld* | Proxy's Discretion | Total(excluding votes withheld) | |
Total number of proxy votes exercisable by all proxies validly appointed: | 782,333,965 | 313,436 | 1,900,632 | 6,362,268 | 789,009,669 |
Total number of votes cast on the poll: | 789,050,175 | 313,436 | 1,970,088 | N/A | 789,363,611 |
* 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.
* * *
Investor enquiries | |
Miriam McKay | +44 (0) 20 7818 2106 |
Head of Investor Relations | miriam.mckay@henderson.com |
Andrea Chen Deputy Head of Investor Relations | +44 (0) 20 7818 5927 andrea.chen@henderson.com |
Media enquiries | |
Angela Warburton Head of Corporate Communications | +44 (0) 20 7818 3010
|
United Kingdom: Maitland Peter Ogden George Trefgarne +44 (0) 20 7379 5151 | Australia: Cannings Luis Garcia +61 (0) 2 8284 9911 |