Last checked at 2 May 2018 07:01
Notice to ASX and LSE |
Results of Rio Tinto annual general meetings
2 May 2018
The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 11 April 2018 and 2 May 2018 respectively.
Under Rio Tinto's dual listed companies structure established in 1995, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are taken through a joint electoral procedure. Resolutions 1 to 17 contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 18 to 21 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and resolutions 18 to 20 of the Rio Tinto Limited notice of meeting were put to Rio Tinto Limited shareholders only.
All resolutions were carried, with the exception of the requisitioned resolutions 19 and 20 that were put to shareholders of Rio Tinto Limited only. Requisitioned resolution 19 was not carried and requisitioned resolution 20 was not valid, as it was conditional on resolution 19 being carried by the required majority. All resolutions were decided by poll.
The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC, and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. These results are as set out below. Information on the final proxy position for each company is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out on our website at riotinto.com/agm2018.
The following joint decision resolutions, which were put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll at the respective annual general meetings, were duly carried. Information on the final proxy position is set out below:
Resolution | Total Votes Cast | For | Against | Withheld / Abstained1 | ||
Number | % | Number | % | |||
1. Receipt of the 2017 Annual report | 1,241,222,133 | 1,196,646,282 | 96.41 | 44,575,851 | 3.59 | 6,373,749 |
2. Approval of the Remuneration Policy | 1,209,963,085 | 1,157,103,709 | 95.63 | 52,859,376 | 4.37 | 37,598,712 |
3. Approval of the Directors' Remuneration Report: Implementation Report | 1,207,823,991 | 1,091,233,129 | 90.35 | 116,590,862 | 9.65 | 39,733,694 |
4. Approval of the Directors' Remuneration Report | 1,219,897,208 | 1,093,943,297 | 89.68 | 125,953,911 | 10.32 | 27,660,314 |
5A. Approval of the Rio Tinto 2018 Equity Incentive Plan | 1,246,273,582 | 1,185,191,394 | 95.10 | 61,082,188 | 4.90 | 1,284,427 |
5B. Approval of potential termination benefits payable under the Rio Tinto 2018 Equity Incentive Plan | 1,245,749,221 | 1,221,760,831 | 98.07 | 23,988,390 | 1.93 | 1,809,446 |
6. To re-elect Megan Clark as a director | 1,246,716,045 | 1,240,656,806 | 99.51 | 6,059,239 | 0.49 | 881,104 |
7. To re-elect David Constable as a director | 1,246,682,067 | 1,241,948,213 | 99.62 | 4,733,854 | 0.38 | 916,576 |
8. To re-elect Ann Godbehere as a director | 1,138,820,751 | 1,095,268,647 | 96.18 | 43,552,104 | 3.82 | 108,781,633 |
9. To re-elect Simon Henry as a director | 1,246,658,332 | 1,241,858,543 | 99.61 | 4,799,789 | 0.39 | 940,314 |
10. To re-elect Jean-Sébastien Jacques as a director | 1,246,828,147 | 1,244,932,357 | 99.85 | 1,895,790 | 0.15 | 769,498 |
11. To re-elect Sam Laidlaw as a director | 1,246,681,366 | 1,232,162,134 | 98.84 | 14,519,232 | 1.16 | 917,279 |
12. To re-elect Michael L'Estrange as a director | 1,246,699,114 | 1,240,991,702 | 99.54 | 5,707,412 | 0.46 | 899,531 |
13. To re-elect Chris Lynch as a director | 1,246,823,624 | 1,243,025,393 | 99.70 | 3,798,231 | 0.30 | 774,446 |
14. To re-elect Simon Thompson as a director | 1,238,216,463 | 1,202,526,233 | 97.12 | 35,690,230 | 2.88 | 9,381,182 |
15. Re-appointment of auditors | 1,245,671,944 | 1,224,110,704 | 98.27 | 21,561,240 | 1.73 | 1,896,204 |
16. Remuneration of auditors | 1,245,620,943 | 1,242,501,652 | 99.75 | 3,119,291 | 0.25 | 1,966,817 |
17. Authority to make political donations | 1,246,277,045 | 1,237,488,090 | 99.29 | 8,788,955 | 0.71 | 1,288,304 |
¹ In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at Rio Tinto plc's meeting are aggregated with "abstained" votes at Rio Tinto Limited's meeting. For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution. | ||||||
The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 11 April 2018. Resolution 18 was carried as an ordinary resolution and resolutions 19 to 21 as special resolutions. In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed by Rio Tinto plc shareholders, other than ordinary business, have been submitted to the National Storage Mechanism and are available for inspection at http://www.morningstar.co.uk/uk/NSM. The results of the polls were as follows:
Resolution | Total Votes Cast | For | Against | Withheld / Abstained | ||
Number | % | Number | % | |||
18. General authority to allot shares | 1,006,353,064 | 874,871,037 | 86.93 | 131,482,027 | 13.07 | 575,263 |
19. Disapplication of pre-emption rights | 1,003,758,656 | 1,000,449,501 | 99.67 | 3,309,155 | 0.33 | 3,175,870 |
20. Authority to purchase Rio Tinto plc shares | 1,006,358,711 | 989,681,909 | 98.34 | 16,676,802 | 1.66 | 576,554 |
21. Notice period for general meetings other than annual general meetings | 1,006,582,583 | 953,735,651 | 94.75 | 52,846,932 | 5.25 | 355,405 |
Resolutions 18 and 19 below were put to Rio Tinto Limited shareholders only. Resolution 18 was carried as a special resolution. Resolution 19, also a special resolution, was NOT carried. The results of the polls were as follows:
Resolution | Total Votes Cast | For | Against | Withheld / Abstained | ||
Number | % | Number | % | |||
18. Renewal of off-market and on-market share buy-back authorities | 239,898,620 | 238,279,707 | 99.33 | 1,618,913 | 0.67 | 765,777 |
19. Requisitioned resolution to amend the constitution of Rio Tinto Limited | 225,826,706 | 24,067,006 | 10.66 | 201,759,700 | 89.34 | 14,837,702 |
Resolution 20 was NOT valid as it was conditional on resolution 19 being carried by the required majority. Poll figures are provided below for information purposes only.
Resolution | Total Votes Cast | For | Against | Withheld / Abstained | ||
Number | % | Number | % | |||
20. Requisitioned resolution on public policy advocacy on climate change and energy | 233,473,585 | 42,101,690 | 18.03 | 191,371,895 | 81.97 | 7,190,822 |
LEI: 213800YOEO5OQ72G2R82
Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State
Steve Allen Group company secretary
| Tim Paine Joint company secretary |
Rio Tinto plc 6 St James's Square London SW1Y 4AD United Kingdom
T +44 20 7781 1345 Registered in England No. 719885 | Rio Tinto Limited Level 7, 360 Collins Street Melbourne 3000 Australia
T +61 3 9283 3333 Registered in Australia ABN 96 004 458 404 |
Appendix 1
FINAL PROXY POSITION
Shareholders are encouraged to look at the voting figures provided in the main part of this announcement, as proxy figures may not be an accurate indication of the voting at the annual general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself.
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS
References in this appendix in respect of resolutions 1-17 to an appointment specifying that a proxy abstain on a resolution should, when referring to voting at Rio Tinto plc's annual general meeting, be taken as references to the appointment specifying that the proxy withhold from voting on a resolution.
The proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares in accordance with the DLC structure) on the resolutions put to both Rio Tinto plc and Rio Tinto Limited shareholders under the joint electoral procedure was as follows:
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS | Rio Tinto plc | Rio Tinto Limited |
1. Receipt of the 2017 Annual report | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,005,642,565 | 233,951,902 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 961,869,242 | 228,962,705 |
(ii) was to vote against the resolution | 42,815,437 | 1,804,323 |
(iii) was to abstain on the resolution | 1,255,859 | 5,116,972 |
(iv) may vote at the proxy's discretion | 957,886 | 3,184,874 |
2. Approval of the Remuneration Policy | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 976,238,532 | 232,090,238 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 933,278,780 | 219,289,174 |
(ii) was to vote against the resolution | 41,985,956 | 9,649,089 |
(iii) was to abstain on the resolution | 30,661,590 | 6,954,168 |
(iv) may vote at the proxy's discretion | 973,796 | 3,151,975 |
3. Approval of the Directors' Remuneration Report: Implementation Report | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 969,768,997 | 236,615,515 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 886,586,472 | 200,393,583 |
(ii) was to vote against the resolution | 82,211,183 | 33,074,307 |
(iii) was to abstain on the resolution | 37,130,047 | 2,429,502 |
(iv) may vote at the proxy's discretion | 971,342 | 3,147,625 |
4. Approval of the Directors' Remuneration Report | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 981,580,359 | 236,864,876 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 889,233,171 | 200,405,225 |
(ii) was to vote against the resolution | 91,380,551 | 33,313,372 |
(iii) was to abstain on the resolution | 25,318,523 | 2,180,141 |
(iv) may vote at the proxy's discretion | 966,637 | 3,146,279 |
5A. Approval of the Rio Tinto 2018 Equity Incentive Plan | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,392,194 | 238,270,286 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 953,858,530 | 225,884,296 |
(ii) was to vote against the resolution | 51,563,229 | 9,229,871 |
(iii) was to abstain on the resolution | 508,107 | 774,277 |
(iv) may vote at the proxy's discretion | 970,435 | 3,156,119 |
5B. Approval of potential termination benefits payable under the Rio Tinto 2018 Equity Incentive Plan | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,005,912,767 | 238,229,119 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 983,419,891 | 232,551,599 |
(ii) was to vote against the resolution | 21,508,433 | 2,511,767 |
(iii) was to abstain on the resolution | 987,650 | 815,898 |
(iv) may vote at the proxy's discretion | 984,443 | 3,165,753 |
6. To re-elect Megan Clark as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,344,055 | 238,752,310 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 999,856,540 | 235,029,662 |
(ii) was to vote against the resolution | 5,515,161 | 535,959 |
(iii) was to abstain on the resolution | 555,454 | 316,564 |
(iv) may vote at the proxy's discretion | 972,354 | 3,186,689 |
7. To re-elect David Constable as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,347,462 | 238,708,819 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,001,292,671 | 234,877,460 |
(ii) was to vote against the resolution | 4,085,848 | 640,549 |
(iii) was to abstain on the resolution | 553,541 | 360,055 |
(iv) may vote at the proxy's discretion | 968,943 | 3,190,810 |
8. To re-elect Ann Godbehere as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 914,527,007 | 222,620,361 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 887,167,631 | 203,093,026 |
(ii) was to vote against the resolution | 26,392,643 | 16,324,662 |
(iii) was to abstain on the resolution | 92,373,999 | 16,448,513 |
(iv) may vote at the proxy's discretion | 966,733 | 3,202,673 |
9. To re-elect Simon Henry as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,317,052 | 238,715,493 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,001,223,510 | 234,839,610 |
(ii) was to vote against the resolution | 4,106,159 | 684,521 |
(iii) was to abstain on the resolution | 583,954 | 353,381 |
(iv) may vote at the proxy's discretion | 987,383 | 3,191,362 |
10. To re-elect Jean-Sébastien Jacques as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,460,861 | 238,741,355 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,003,906,749 | 235,227,028 |
(ii) was to vote against the resolution | 1,581,742 | 310,727 |
(iii) was to abstain on the resolution | 439,144 | 327,519 |
(iv) may vote at the proxy's discretion | 972,370 | 3,203,600 |
11. To re-elect Sam Laidlaw as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,336,038 | 238,719,542 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 991,864,054 | 234,479,121 |
(ii) was to vote against the resolution | 13,499,673 | 1,010,431 |
(iii) was to abstain on the resolution | 564,966 | 349,333 |
(iv) may vote at the proxy's discretion | 972,311 | 3,229,990 |
12. To re-elect Michael L'Estrange as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,343,470 | 238,729,858 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,001,213,375 | 234,802,386 |
(ii) was to vote against the resolution | 4,161,415 | 714,111 |
(iii) was to abstain on the resolution | 557,535 | 339,016 |
(iv) may vote at the proxy's discretion | 968,680 | 3,213,361 |
13. To re-elect Chris Lynch as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,480,394 | 238,717,444 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,002,356,686 | 234,827,590 |
(ii) was to vote against the resolution | 3,135,615 | 659,073 |
(iii) was to abstain on the resolution | 420,701 | 350,765 |
(iv) may vote at the proxy's discretion | 988,093 | 3,230,781 |
14. To re-elect Simon Thompson as a director | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 998,174,610 | 238,416,067 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 965,344,933 | 231,907,649 |
(ii) was to vote against the resolution | 31,855,759 | 3,273,088 |
(iii) was to abstain on the resolution | 8,725,395 | 652,807 |
(iv) may vote at the proxy's discretion | 973,918 | 3,235,330 |
15. Re-appointment of auditors | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,005,698,289 | 238,353,711 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 985,093,950 | 233,689,580 |
(ii) was to vote against the resolution | 19,642,435 | 1,460,287 |
(iii) was to abstain on the resolution | 1,174,580 | 712,802 |
(iv) may vote at the proxy's discretion | 961,904 | 3,203,844 |
16. Remuneration of auditors | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,005,674,160 | 238,327,963 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 1,002,364,530 | 234,036,809 |
(ii) was to vote against the resolution | 2,335,876 | 779,605 |
(iii) was to abstain on the resolution | 1,216,974 | 740,911 |
(iv) may vote at the proxy's discretion | 973,754 | 3,511,549 |
17. Authority to make political donations | ||
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,280,184 | 238,371,829 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | ||
(i) was to vote for the resolution | 999,079,648 | 232,672,855 |
(ii) was to vote against the resolution | 6,236,663 | 2,532,210 |
(iii) was to abstain on the resolution | 588,990 | 695,568 |
(iv) may vote at the proxy's discretion | 963,873 | 3,166,764 |
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 11 APRIL 2018 | Rio Tinto plc |
18. General authority to allot shares | |
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,320,560 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | |
(i) was to vote for the resolution | 873,872,300 |
(ii) was to vote against the resolution | 131,473,829 |
(iii) was to abstain on the resolution | 574,523 |
(iv) may vote at the proxy's discretion | 974,431 |
19. Disapplication of pre-emption rights | |
Total number of proxy votes exercisable by all proxies validly appointed: | 1,003,722,423 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | |
(i) was to vote for the resolution | 999,450,674 |
(ii) was to vote against the resolution | 3,296,619 |
(iii) was to abstain on the resolution | 3,175,870 |
(iv) may vote at the proxy's discretion | 975,130 |
20. Authority to purchase Rio Tinto plc shares | |
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,321,730 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | |
(i) was to vote for the resolution | 988,695,479 |
(ii) was to vote against the resolution | 16,666,189 |
(iii) was to abstain on the resolution | 576,553 |
(iv) may vote at the proxy's discretion | 960,062 |
21. Notice period for general meetings other than annual general meetings | |
Total number of proxy votes exercisable by all proxies validly appointed: | 1,006,545,602 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | |
(i) was to vote for the resolution | 953,241,474 |
(ii) was to vote against the resolution | 52,335,639 |
(iii) was to abstain on the resolution | 355,404 |
(iv) may vote at the proxy's discretion | 968,489 |
PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 2 MAY 2018 | Rio Tinto Limited |
18. Renewal of off-market and on-market share buy-back authorities | |
Total number of proxy votes exercisable by all proxies validly appointed: | 238,309,910 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | |
(i) was to vote for the resolution | 233,408,755 |
(ii) was to vote against the resolution | 1,662,724 |
(iii) was to abstain on the resolution | 758,965 |
(iv) may vote at the proxy's discretion | 3,238,431 |
19. Requisitioned resolution to amend the constitution of Rio Tinto Limited | |
Total number of proxy votes exercisable by all proxies validly appointed: | 222,978,233 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | |
(i) was to vote for the resolution | 23,106,243 |
(ii) was to vote against the resolution | 196,783,583 |
(iii) was to abstain on the resolution | 16,090,641 |
(iv) may vote at the proxy's discretion | 3,088,407 |
20. Requisitioned resolution on public policy advocacy on climate change and energy | |
Total number of proxy votes exercisable by all proxies validly appointed: | 231,893,834 |
Total number of proxy votes in respect of which the appointments specified that the proxy: | |
(i) was to vote for the resolution | 41,841,349 |
(ii) was to vote against the resolution | 186,971,441 |
(iii) was to abstain on the resolution | 7,175,039 |
(iv) may vote at the proxy's discretion | 3,081,044 |