Last checked at 
3 May 2023 16:05
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) today held its Annual General Meeting of shareholders (“AGM”) at Trafalgar Court, Les Banques, St. Peter Port, Guernsey, GY1 3QL. At the AGM, shareholders passed resolutions to: receive the annual report and the financial statements, re-appoint PSH’s auditor, authorize the Directors to determine the remuneration of the auditor, re-elect PSH’s current directors, renew PSH’s share buyback authority, permit the disapplication of shareholders’ pre-emption rights for any share issuance of 10% or less, and amend the Articles in connection with the implementation of an ownership limit in respect of the Public Shares and voting rights. All resolutions were passed on a poll.
The specifics of those resolutions can be found in the Notice of Annual General Meeting available on the Company’s website: https://pershingsquareholdings.com/company-reports/notices-shareholders/.
The results of the proxy voting of PSH’s Public Share are noted in the chart below. A vote withheld is not a vote in law and has not been counted in the votes for or against a resolution. PS Independent Voting Company Limited (“VoteCo”) voted its Special Voting Share in favour of the resolutions. VoteCo is not permitted to vote on resolutions 4 and 11 which are Specified Matters for purposes of the UK Listing Rules.
Resolution | For | Against | Votes Withheld |
Resolution 1: To receive the annual report and the financial statements | |||
Ordinary Resolution of all Voting Shares | 117,983,055 | 5 | 1,215 |
Resolution 2: To re‐appoint the Company’s auditor | |||
Ordinary Resolution of all Voting Shares | 117,827,570 | 155,476 | 1,229 |
Resolution 3: To authorise the directors to determine the remuneration of the auditor | |||
Ordinary Resolution of all Voting Shares | 116,016,761 | 1,965,356 | 2,158 |
Resolution 4: To re-elect Nicholas Botta as a Director | |||
Ordinary Resolution of the holders of Public Shares | 115,285,629 | 2,695,384 | 3,262 |
Resolution 5: To re-elect Anne Farlow as a Director | |||
Ordinary Resolution of all Voting Shares | 114,077,516 | 3,903,497 | 3,262 |
Resolution 6: To re-elect Bronwyn Curtis as a Director | |||
Ordinary Resolution of all Voting Shares | 117,975,716 | 5,298 | 3,261 |
Resolution 7: To re-elect Andrew Henton as a Director | |||
Ordinary Resolution of all Voting Shares | 116,210,114 | 1,770,899 | 3,262 |
Resolution 8: To re-elect Tope Lawani as a Director | |||
Ordinary Resolution of all Voting Shares | 116,748,042 | 1,232,972 | 3,261 |
Resolution 9: To re-elect Rupert Morley as a Director | |||
Ordinary Resolution of all Voting Shares | 117,974,091 | 6,923 | 3,261 |
Resolution 10: To re-elect Tracy Palandjian as a Director | |||
Ordinary Resolution of all Voting Shares | 117,257,289 | 258,207 | 468,779 |
Resolution 11: To authorise the Company to buy back shares | |||
Special Resolution of the holders of Public Shares | 117,644,820 | 338,134 | 1,321 |
Resolution 12: To permit the disapplication of pre-emption rights | |||
Special Resolution of all Voting Shares | 117,952,491 | 30,134 | 1,650 |
Resolution 13: To amend the Articles in connection with the implementation of an ownership limit in respect of the Public Shares and voting rights | |||
Special Resolution of all Voting Shares and an Ordinary Resolution of the holders of Public Shares | |||
Special Resolution of all Voting Shares | 109,057,996 | 758,894 | 8,624,496 |
Ordinary Resolution of Public Shares | 116,912,590 | 1,046,384 | 48,978 |
Copies of the special resolutions passed at the AGM and the amended Articles have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
PSH also confirmed today that the next quarterly dividend of $0.1307 per Public Share, as previously announced, is payable as follows:
Record Date | Payment Date | USD Dividend Per Share | DRIP Enrollment Deadline | Currency Election Deadline |
19/5/2023 | 16/6/2023 | $0.1307 | 26/5/2023 | 19/5/2023 |
A proportionate quarterly dividend will be paid to the Special Voting Share, based on its net asset value.
Shareholders may automatically reinvest cash dividends into PSH Public Shares through a Dividend Reinvestment Programme (“DRIP”) whereby shares are purchased in the open market by the administrator of the DRIP. Details about the DRIP are available at https://pershingsquareholdings.com/psh-dividend-information/ and through shareholders’ brokers.
Dividends will be paid in US dollars unless a shareholder elects to be paid in GBP. Shareholders electing GBP dividends must do so no later than the Currency Election Deadline. Further details about the currency election are available at Pershing Square Holdings’ website https://pershingsquareholdings.com/psh-dividend-information/.
Additional Information
The payment of each dividend is subject to the Company being satisfied that the following conditions are met:
the Company will meet the solvency requirements under Companies (Guernsey) Law, immediately after the payment of the dividend; the Company’s total indebtedness will be less than one-third of the Company’s total capitalisation after the payment of the relevant interim dividend.The decision as to whether PSH pays a dividend in the future will be made by the PSH Board with the consent of the Investment Manager. While PSH intends to pay a quarterly dividend going forward, there is no guarantee that PSH will continue to do so. PSH’s Board’s decision to pay a dividend should not be interpreted to mean that PSH will be profitable in the future.
About Pershing Square Holdings, Ltd.
Pershing Square Holdings, Ltd. (LN:PSH) (LN:PSHD) (NA:PSH) is an investment holding company structured as a closed-ended fund.
Category: (PSH:CorporateActions)
Media Camarco Ed Gascoigne-Pees / Julia Tilley +44 (0)20 3781 8339, Media-PershingSquareHoldings@camarco.co.uk
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