Last checked at 5 May 2022 16:45
Morgan Sindall Group plc
('the Company')
LEI: 2138008339ULDGZRB345
Result of AGM
5 May 2022
The Company announces the result of voting on the resolutions at its Annual General Meeting ('AGM') held on Thursday 5 May 2022, as set out in the AGM notice.
A poll was held on each of the resolutions and all resolutions were duly passed by the required majority. Resolutions 1 to 15 were passed as ordinary resolutions, and resolutions 16 to 19 were passed as special resolutions.
The results of the poll were as follows:
Ordinary Resolutions | Votes for | % | Votes against | % | Total votes | % of issued share capital voted | Votes withheld |
1. To receive and accept the Company's audited financial statements, the strategic report and the directors' and corporate governance report and the auditor's report for the year ended 31 December 2021 | 38,451,229 | 100.00% | 0 | 0.00% | 38,451,229 | 82.90% | 166,129 |
2. To approve the directors' remuneration report, (other than the part containing the directors' remuneration policy), for the year ended 31 December 2021 | 25,984,774 | 67.36% | 12,589,770 | 32.64% | 38,574,544 | 83.17% | 42,814 |
3. To approve the final dividend of 62 pence per ordinary share for the year ended 31 December 2021 | 38,606,543 | 100.00% | 193 | 0.00% | 38,606,736 | 83.24% | 10,622 |
4. To re-elect Michael Findlay as a director | 38,052,268 | 98.75% | 483,243 | 1.25% | 38,535,511 | 83.08% | 81,847 |
5. To re-elect John Morgan as a director | 38,060,069 | 98.77% | 475,616 | 1.23% | 38,535,685 | 83.08% | 81,673 |
6. To re-elect Steve Crummett a director | 38,419,661 | 99.70% | 115,850 | 0.30% | 38,535,511 | 83.08% | 81,847 |
7. To re-elect Malcolm Cooper as a director | 38,176,485 | 99.07% | 359,200 | 0.93% | 38,535,685 | 83.08% | 81,673 |
8. To re-elect Tracey Killen as a director | 38,135,522 | 98.97% | 396,071 | 1.03% | 38,531,593 | 83.07% | 85,765 |
9. To re-elect David Lowden as a director | 38,174,194 | 99.07% | 359,200 | 0.93% | 38,533,394 | 83.08% | 83,964 |
10. To re-elect Jen Tippin as a director | 38,209,638 | 99.16% | 323,954 | 0.84% | 38,533,592 | 83.08% | 83,766 |
11. To elect Kathy Quashie as a director | 38,535,234 | 100.00% | 649 | 0.00% | 38,535,883 | 83.08% | 81,475 |
12. To re-appoint Ernst & Young LLP as auditor of the Company | 38,588,515 | 99.97% | 12,469 | 0.03% | 38,600,984 | 83.22% | 16,374 |
Ordinary Resolutions | Votes for | % | Votes against | % | Total votes | % of issued share capital voted | Votes withheld |
13. To authorise the directors to determine the auditor's remuneration | 38,604,473 | 100.00% | 1,785 | 0.00% | 38,606,258 | 83.24% | 11,100 |
14. To authorise the Company and its subsidiaries to make donations to political organisations and incur political expenditure | 38,378,166 | 99.62% | 146,842 | 0.38% | 38,525,008 | 83.06% | 92,350 |
15. To authorise the directors to allot shares | 37,629,475 | 97.66% | 901,450 | 2.34% | 38,530,925 | 83.07% | 86,433 |
Special Resolutions |
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16. General authority to disapply pre-emption rights | 37,955,779 | 98.34% | 639,801 | 1.66% | 38,595,580 | 83.21% | 21,778 |
17. Specific authority to disapply pre-emption rights in connection with an acquisition or specified capital investment | 37,926,874 | 98.26% | 671,439 | 1.74% | 38,598,313 | 83.22% | 19,045 |
18. To authorise the Company to purchase its own shares | 38,406,114 | 99.93% | 27,345 | 0.07% | 38,433,459 | 82.86% | 183,899 |
19. To allow meetings of the Company to be called on 14 clear days' notice | 38,121,604 | 98.76% | 477,048 | 1.24% | 38,598,652 | 83.22% | 18,706 |
Notes:
1. Each shareholder present in person, or by proxy, was entitled to one vote per share held.
2. Proxy votes which gave discretion to the Chair of the AGM have been included in the 'For' total of the appropriate resolution.
3. 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' any resolution nor in the calculation of the proportion of 'Total issued share capital instructed' for any resolution.
4. Votes 'For' and 'Against' any resolution are expressed as a percentage of votes validly cast for that resolution.
5. At the close of business on 4 May 2022 the total number of ordinary shares in issue was 46,381,737 and at that time, the Company did not hold any shares in treasury.
6. The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.
7. No questions were submitted to the Company by shareholders prior to the meeting.
8. While resolution 2 has passed and will be implemented, the remuneration committee appreciates that some shareholders have not supported this decision or may be wary about setting a precedent in this area. However, it should be noted that the amendment to the calculation of the EPS performance condition to a point-to-point basis by the remuneration committee is a one-off adjustment to correct for an exceptional, unforeseen event which our remuneration structures were not designed to accommodate, and which produces a fair, equitable and aligned outcome for executives and other stakeholders in a period during which a very strong performance has been delivered.
9. The Board is committed to open and transparent dialogue with shareholders and will continue to engage with them to understand their views and concerns regarding this resolution as part of their planned review of the Group's remuneration policy this year. The remuneration policy was last approved by shareholders at the AGM in 2020 and will be put to shareholders for consideration at the AGM in 2023. In accordance with the UK Corporate Governance Code, we will publish and update on this engagement no later than 5 November 2022.
The full text of the resolutions can be found in the Notice of Annual General Meeting which is available for inspection on the Company's website www.morgansindall.com. In accordance with LR 9.6.2, a copy of the resolutions passed which are required to be made available for inspection has been submitted to the Financial Conduct Authority's National Storage Mechanism and will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Clare Sheridan +44 (0) 20 7307 9200
Company Secretary