Last checked at 17 May 2017 17:36
Indivior PLC (the 'Company')
Poll results of 3rd Annual General Meeting ('AGM')
May 17, 2017
The Company announces that at its AGM, held on May 17, 2017, all resolutions set out in the Notice of AGM were passed on a poll.
Resolutions 1 to 17 were passed as Ordinary Resolutions and Resolutions 18 to 21 were passed as Special Resolutions. The following table sets out the votes cast on each resolution:
RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD |
1. To receive the Company's accounts, the strategic report and reports of the Directors and the Auditor for the year ended December 31, 2016. | 524,593,969 | 100.00 | 15,100 | 0.00 | 524,609,069 | 72.76 | 2,249,385 |
2. To approve the Directors' Remuneration Report for the year ended December 31, 2016. | 491,470,055 | 93.29 | 35,357,161 | 6.71 | 526,827,216 | 73.07 | 38,905 |
3. To re-appoint Howard Pien as a Director. | 494,499,743 | 94.18 | 30,581,956 | 5.82 | 525,081,699 | 72.83 | 1,777,552 |
4. To re-appoint Shaun Thaxter as a Director. | 526,781,490 | 99.99 | 32,605 | 0.01 | 526,814,095 | 73.07 | 45,057 |
5. To re-appoint Mark Crossley as a Director. | 526,793,635 | 100.00 | 20,125 | 0.00 | 526,813,760 | 73.07 | 45,391 |
6. To re-appoint Yvonne Greenstreet as a Director. | 392,217,897 | 75.47 | 127,514,829 | 24.53 | 519,732,726 | 72.09 | 7,126,426 |
7. To re-appoint A. Thomas McLellan as a Director. | 367,951,220 | 70.80 | 151,784,716 | 29.20 | 519,735,936 | 72.09 | 7,123,216 |
8. To re-appoint Tatjana May as a Director. | 526,778,462 | 99.99 | 35,744 | 0.01 | 526,814,206 | 73.07 | 44,946 |
9. To re-appoint Lorna Parker as a Director. | 526,716,359 | 99.98 | 101,025 | 0.02 | 526,817,384 | 73.07 | 41,768 |
10. To re-appoint Daniel J. Phelan as a Director. | 522,856,902 | 99.25 | 3,959,688 | 0.75 | 526,816,590 | 73.07 | 42,562 |
11. To re-appoint Christian Schade as a Director. | 526,439,271 | 99.93 | 376,961 | 0.07 | 526,816,232 | 73.07 | 42,920 |
12. To re-appoint Daniel Tassé as a Director. | 526,785,878 | 100.00 | 25,002 | 0.00 | 526,810,880 | 73.07 | 48,272 |
13. To re-appoint Lizabeth Zlatkus as a Director. | 526,770,965 | 99.99 | 43,365 | 0.01 | 526,814,330 | 73.07 | 44,822 |
14. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company. | 520,059,460 | 98.72 | 6,767,691 | 1.28 | 526,827,151 | 73.07 | 32,000 |
15. To authorize the Audit Committee of the Board to determine the remuneration of the Auditors. | 524,649,612 | 99.59 | 2,201,640 | 0.42 | 526,851,252 | 73.07 | 7,600 |
16. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure. | 520,738,886 | 98.85 | 6,063,612 | 1.15 | 526,802,498 | 73.07 | 46,645 |
17. That the Directors be generally and unconditionally authorized to allot shares in the Company up to an aggregate nominal amount of US$48,051,850. | 521,220,993 | 98.94 | 5,599,906 | 1.06 | 526,820,899 | 73.07 | 38,253 |
18. That the Directors be authorized to disapply pre-emption rights up to 5% of the issued capital. | 526,674,569 | 99.97 | 135,576 | 0.03 | 526,810,145 | 73.07 | 49,006 |
19. That the Directors be authorized to disapply pre-emption rights up to an additional 5% for transactions which the Board determines to be an acquisition or other capital investment. | 520,497,517 | 98.80 | 6,318,185 | 1.20 | 526,815,702 | 73.07 | 43,448 |
20. That the Company be generally and unconditionally authorized to make market purchases of its own ordinary shares. | 518,740,916 | 98.77 | 6,471,697 | 1.23 | 525,212,613 | 72.85 | 1,646,538 |
21. That a general meeting other than an annual general meeting may be called on 14 clear days' notice. | 511,083,505 | 97.07 | 15,449,689 | 2.93 | 526,533,194 | 73.03 | 324,693 |
At the Annual General Meeting of Indivior PLC held earlier today, votes of 24.53% and 29.20% were recorded against resolutions 6 and 7 to re-appoint Yvonne Greenstreet and A. Thomas McLellan as Directors of the Company. The Board, after discussion, believes it is likely that the level of votes cast against these resolutions was due to the absence of these two directors from certain Board and Committee meetings in 2016.
Tom McLellan did not attend two scheduled Board meetings during the year. One of these absences in May 2016 was as a result of him attending a meeting of cabinet and legislators in the US focused exclusively on opioid issues. Tom McLellan did not attend the Board Meeting in November 2016 as he was attending the US Government's publication of the Surgeon General's Report on Alcohol, Drugs and Health. Both absences were discussed by the Board in advance and it was agreed that it was in the best interests of Indivior, of patients and of wider stakeholders that he attend these meetings.
Tom McLellan is an expert in the field of addiction and at the centre of his work is the health and welfare of patients. He is a very strong contributor on all areas of Board discussion and his expertise is invaluable.
Ad-hoc Board Meetings, by their very nature, are often called at short notice and it is not always possible for Directors to attend, given other scheduled commitments. For this reason, both Tom McLellan and Yvonne Greenstreet were unable to attend a number of such meetings at different times during 2016.
We confirm that Yvonne Greenstreet and Tom McLellan have attended every Board meeting in the current year and have no planned absences.
A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at http://www.morningstar.co.uk/uk/NSM in due course.
As at the close of business on May 16, 2017, the total number of ordinary shares of US$0.10 each eligible to be voted at the AGM was 720,988,383. Therefore, the total voting rights in the Company as at that time were 720,988,383.
Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.
Contact: Kathryn Hudson
Company Secretary
Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.