Last checked at 23 Nov 2021 16:05
23 November 2021
PZ CUSSONS PLC
(the 'Company')
Annual General Meeting
At the Annual General Meeting of the Company held today at Radisson Blu Hotel Manchester Airport, Chicago Ave, Manchester, M90 3RA all resolutions were passed on a poll.
The polling results for each resolution are set out below:
| RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD |
1 | To receive the audited financial statements | 331,251,174 | 100.00 | 2,487 | 0.00 | 331,253,661 | 77.26 | 189,401 |
2 | To approve the Report on Directors' Remuneration | 294,059,802 | 88.73 | 37,359,552 | 11.27 | 331,419,354 | 77.30 | 23,708 |
3 | To approve the amendment in the Directors' Remuneration Policy | 281,444,488 | 85.18 | 48,976,661 | 14.82 | 330,421,149 | 77.07 | 1,021,913 |
4 | To approve the amendment to LTIP rules | 280,472,871 | 84.88 | 49,946,287 | 15.12 | 330,419,158 | 77.07 | 1,022,734 |
5 | To declare a final dividend | 331,450,511 | 100.00 | 773 | 0.00 | 331,451,284 | 77.31 | 41,778 |
6 | To re-elect J C Myers | 331,398,905 | 99.99 | 24,660 | 0.01 | 331,423,565 | 77.30 | 69,497 |
7 | To elect S Pollard | 331,248,773 | 99.96 | 121,542 | 0.04 | 331,370,315 | 77.29 | 71,577 |
8 | To re-elect C L Silver | 292,034,864 | 88.83 | 36,712,229 | 11.17 | 328,747,093 | 76.68 | 2,691,863 |
9 | To re-elect K Bashforth | 293,257,222 | 88.50 | 38,119,678 | 11.50 | 331,376,900 | 77.29 | 64,992 |
10 | To re-elect D Kucz | 298,102,144 | 89.95 | 33,309,251 | 10.05 | 331,411,395 | 77.30 | 30,497 |
11 | To re-elect J R Nicolson | 306,164,333 | 92.42 | 25,104,062 | 7.58 | 331,268,395 | 77.27 | 173,497 |
12 | To re-elect J C D Townsend | 323,001,914 | 97.47 | 8,370,881 | 2.53 | 331,372,795 | 77.29 | 69,097 |
13 | To elect J Sodha | 331,328,567 | 99.99 | 48,184 | 0.01 | 331,376,751 | 77.29 | 65,141 |
14 | To elect V Juarez | 331,346,401 | 99.99 | 28,120 | 0.01 | 331,374,521 | 77.29 | 67,371 |
15 | To re-appoint the auditor of the Company | 331,346,549 | 99.99 | 27,093 | 0.01 | 331,373,642 | 77.29 | 69,420 |
16 | To fix the remuneration of the auditor | 331,359,538 | 100.00 | 14,761 | 0.00 | 331,374,299 | 77.29 | 68,763 |
17 | To make political donations | 328,657,428 | 99.23 | 2,563,712 | 0.77 | 331,221,140 | 77.26 | 221,922 |
18 | To allot shares | 305,981,188 | 92.34 | 25,372,542 | 7.66 | 331,353,730 | 77.29 | 89,332 |
19* | To allot equity securities for cash | 305,397,772 | 92.21 | 25,809,352 | 7.79 | 331,207,124 | 77.25 | 235,938 |
20* | To permit the calling of a general meeting with no less than 14 clear days' notice | 328,129,414 | 99.02 | 3,262,433 | 0.98 | 331,391,847 | 77.30 | 45,203 |
21* | To approve the new Articles of Association | 331,329,619 | 99.98 | 68,783 | 0.02 | 331,398,402 | 77.30 | 44,660 |
*Special Resolution
VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS
| Resolution | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED |
9 | To re-elect K Bashforth | 112,472,515 | 74.69 | 38,119,678 | 25.31 | 150,592,193 | 62.26 |
10 | To re-elect D Kucz | 117,317,437 | 77.89 | 33,309,251 | 22.11 | 150,626,688 | 62.27 |
11 | To re-elect J R Nicolson | 125,379,626 | 83.32 | 25,104,062 | 16.68 | 150,483,688 | 62.22 |
12 | To re-elect J C D Townsend | 142,217,207 | 94.44 | 8,370,881 | 5.56 | 150,588,088 | 62.26 |
13 | To elect J Sodha | 150,543,860 | 99.97 | 48,184 | 0.03 | 150,592,044 | 62.26 |
14 | To elect V Juarez | 150,561,694 | 99.98 | 28,120 | 0.02 | 150,589,814 | 62.26 |
Notes:
(a) The votes "for" include those votes giving the Chair discretion.
(b) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.
(c) The total number of shares in issue on 23 November 2021 was 428,724,960.
(d) The Board notes that resolutions 9 (to re-elect K Bashforth) and 10 (to re-elect D Kucz) were passed with the necessary majority but with significant votes against by the independent shareholders. The Board understands that this is primarily attributable to the votes of a large institutional shareholder who has expressed concerns over remuneration targets and NED share ownership. The Board has engaged with shareholders on these issues extensively and will continue to engage to better understand and discuss any concerns. The Board endeavours to balance the interests of all stakeholders in its decisions and appreciates that some stakeholders may have divergent policies on particular issues. In accordance with the 2018 Corporate Governance Code, the Board will provide an update within six months of the AGM.
(e) In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism, and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The full text of the resolutions passed at the Annual General Meeting can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism and also on the Company's website at www.pzcussons.com.
K Massie
Company Secretary