24 Jan 2020 07:00
24 January 2020
Hyve Group plc (the 'Company')
Announcement of Results of Annual General Meeting
The Annual General Meeting of Hyve Group plc was held at 9am on Thursday 23 January 2020. All resolutions were duly passed by shareholders.
Resolution(1) | For(2) | Against | Votes Withheld(3) |
1. Receive the Report and Accounts for 2019 | 689,046,379 | 81,718 | 763,637 |
2. Declaration of final dividend | 689,890,704 | 1,031 | 0 |
3. Re-election of Richard Last as a Director | 462,067,435 | 196,161,790 | 31,662,510 |
4. Election of Nicholas Backhouse as a Director | 689,087,167 | 804,168 | 400 |
5. Re-election of Sharon Baylay as a Director | 634,712,135 | 55,179,199 | 400 |
6. Re-election of Andrew Beach as a Director | 689,061,407 | 829,928 | 400 |
7. Re-election of Stephen Puckett as a Director | 688,239,120 | 1,652,215 | 400 |
8. Re-election of Mark Shashoua as a Director | 689,040,772 | 850,562 | 400 |
9. Appointment of BDO LLP as auditors of the company | 689,891,335 | 0 | 400 |
10. Authorise the Directors to determine the auditors' remuneration. | 689,890,304 | 1,031 | 400 |
11. Approve the Directors' Remuneration Report | 616,221,691 | 73,669,643 | 400 |
12. To authorise the Directors to allot relevant securities | 666,282,525 | 23,608,810 | 400 |
13. To disapply pre-emption rights in certain circumstances | 689,880,138 | 10,190 | 1,407 |
14. To disapply pre-emption rights in respect of an allotment of equity securities in connection with an acquisition or specified capital investment. | 618,457,618 | 71,432,709 | 1,407 |
15. Renew the Company's authority to make market purchase of its own shares | 689,660,123 | 111,495 | 120,116 |
16. Authorise General Meetings (other than AGMs) on not less than 14 clears days' notice. | 603,766,904 | 86,123,423 | 1,407 |
17. Approve cancellation of share premium account | 689,924,765 | 1,333 | 18,137 |
(1) Resolutions 1 to 16 were passed by a show of hands and the table above shows the proxy votes received by the Company ahead of the Annual General Meeting. Resolution 17 was passed by way of a poll and the table above shows the votes cast in person or by proxy at the Annual General Meeting. Resolution 17 was for the cancellation of the Company's share premium account and will require the approval of the High Court of England and Wales. The Chairman determined that the vote on resolution 17 should be held by way of a poll to facilitate the reporting of the vote results to the High Court of England and Wales.
(2) Includes those votes giving the Chairman discretion.
(3) A 'vote withheld' is not a vote in law and is not counted towards the votes cast 'for' or 'against' a resolution.
The Company's issued share capital at 23 January 2020 was 815,780,256 ordinary shares. Proxies appointing the Chairman of the meeting were received from shareholders of 689,891,735 shares representing 84.57% of the issued share capital.
A copy of the resolutions passed as special business at the AGM has been submitted to the National Storage Mechanism and will shortly be available to inspection at www.morningstar.co.uk.
The Board recognises that a minority of shareholders voted against the election of Richard Last, and understands that some investors hold the view that Richard serves on too many company boards. Since last year's AGM Richard has stepped down from the boards of two public companies (one fully listed and one AIM-listed, both in financial services which carried additional regulatory burden) and has stood down from three private companies. He has not taken on any new appointments. The Board remains of the unanimous view that Richard is able to devote the necessary time to Hyve Group notwithstanding his other commitments. Since joining the Board in 2018, Richard has provided an exceptional level of commitment to his role during a period of considerable change for the Company and this has included significant engagement with shareholders. He has attended all Board and relevant Committee meetings since his appointment and has been available at all times for Hyve Group business. Richard will continue to review and manage his commitments to ensure that he is able to continue to make the appropriate level of commitment to his role as Chairman of Hyve Group.
Richard Last and the Board will engage directly with shareholders on this matter over the coming months.
For further information please contact:
Hyve Group plc Melissa McVeigh, Director of Communications
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+44 (0)20 7596 5000
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FTI Consulting Charles Palmer / Emma Hall
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+44 (0)20 3727 1000
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About Hyve Group plc
Hyve Group plc is a next generation FTSE 250 global events business whose purpose is to create unmissable events, where customers from all corners of the globe share extraordinary moments and shape industry innovation. Hyve Group plc was announced as the new brand name of ITE Group plc in September 2019, following its significant transformation under the Transformation and Growth (TAG) programme. Our vision is to create the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and ROI for our customers.
Where business is personal, where meetings move markets and where today's leaders inspire tomorrow's.