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28 Apr 2017 15:36
Rotork plc
AGM Poll Result and Statement on the result of resolution 11 - Remuneration Report and copies of resolutions sent to National Storage Mechanism
Rotork Plc - AGM - 28 April 2017 - Poll Result
Resolution | For 2 | Against2 | No. of Votes withheld3 | Total Capital Instructed | |||
No. of Shares | % | No. of Shares | % | ||||
1. | To receive and adopt the Directors' Report and Accounts and the Auditor's Report thereon for 2016 | 660,102,248 | 99.92 | 500,000 | 0.08 | 1,672,191 | 660,602,248 |
2. | To declare a final dividend | 662,149,151 | 100.00 | 0 | 0.00 | 125,288 | 662,149,151 |
3. | To re-elect GB Bullard as a director | 634,870,807 | 95.91 | 27,074,215 | 4.09 | 176,712 | 661,945,022 |
4. | To re-elect JM Davis as a director | 630,167,445 | 95.17 | 31,965,222 | 4.83 | 141,772 | 662,132,667 |
5. | To re-elect PI France as a director | 649,691,509 | 98.15 | 12,230,378 | 1.85 | 148,772 | 661,921,887 |
6. | To re-elect SA James as a director | 634,936,497 | 95.92 | 27,020,415 | 4.08 | 190,212 | 661,956,912 |
7. | To re-elect MJ Lamb as a director | 642,948,063 | 99.38 | 4,010,934 | 0.62 | 15,188,126 | 646,958,997 |
8. | To re-elect LM Bell as a director | 634,973,465 | 95.91 | 27,049,057 | 4.09 | 175,452 | 662,022,522 |
9. | To re-appoint Deloitte LLP as Auditor of the Company | 661,817,449 | 99.97 | 165,943 | 0.03 | 163,692 | 661,983,392 |
10. | To authorise the directors to fix the remuneration of the Auditor | 658,049,701 | 99.98 | 124,989 | 0.02 | 4,099,749 | 658,174,690 |
11. | To approve the Directors' Remuneration Report | 446,432,898 | 67.83 | 211,717,952 | 32.17 | 4,123,588 | 658,150,850 |
12. | To approve the Directors' Remuneration Policy | 656,105,809 | 99.11 | 5,910,277 | 0.89 | 181,888 | 662,016,086 |
13. | To authorise the directors to allot shares | 616,001,492 | 93.05 | 45,981,342 | 6.95 | 215,140 | 661,982,834 |
14. | To enable the directors to allot shares for cash without first offering them to existing shareholders for pre-emptive issues and general purposes* | 658,755,283 | 99.53 | 3,137,016 | 0.47 | 294,585 | 661,892,299 |
15. | To enable the directors to allot shares for cash without first offering them to existing shareholders for acquisitions and other capital investments* | 630,427,853 | 95.22 | 31,625,051 | 4.78 | 221,534 | 662,052,904 |
16. | To authorise the Company to purchase ordinary shares* | 654,330,799 | 98.94 | 7,043,264 | 1.06 | 773,060 | 661,374,063 |
17. | To authorise the Company to purchase preference shares* | 661,445,249 | 99.92 | 544,163 | 0.08 | 148,000 | 661,989,412 |
18. | To fix the notice period for general meetings* | 590,243,203 | 89.16 | 71,771,381 | 10.84 | 132,500 | 662,014,584 |
*Special Resolution
NOTES: 1 All resolutions were passed.2 Votes "For" and "Against" are expressed as a percentage of votes received. 3 A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.4 Total number of shares in issue at 6:30pm on 26 April 2017 = 870,115,432 shares. 76.11% of voting capital was instructed.
Resolution 11 Remuneration Report
The Board of directors of Rotork plc recognise the level of opposition for resolution 11, which was passed by 67.83% of shareholders voting in support.
The Remuneration Committee welcomes open dialogue with its shareholders and the changes to the executive directors' salary levels were made following an extensive consultation process with major shareholders. The salary changes were made as part of a package along with changes to the remuneration policy and its implementation. The remainder of the changes, which are set out in the new remuneration policy (for the period 2017-19), were very positively received by shareholders and the Company's new remuneration policy was supported by 99% of shareholders voting. Under the newly approved remuneration policy, future salary increases for the executive directors during the policy period are limited to no higher than the average increase for other employees. In consultation, the majority of shareholders were broadly comfortable with the combined impact of the changes. The new policy has the strong support of shareholders and the Committee will continue to engage with the Company's largest shareholders on matters of significance.
Copies of the following:
· Ordinary resolution to authorise the directors to allot shares
· Special resolutions to:
- Empower the directors to allot shares for cash without first offering to existing shareholders for pre-emptive issues for general purposes
- Empower the directors to allot shares for cash without first offering to existing shareholders for pre-emptive issues for acquisitions and other capital investments
- Authorise the Company to purchase ordinary shares
- Authorise the Company to purchase preference shares
- Fix the notice period for general meetings
being resolutions (other than resolutions concerning ordinary business) passed by the Company at its AGM on 28 April 2017, have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.
Copies are also available from the Company Secretary, Rotork Plc, Rotork House, Brassmill Lane, Bath, BA1 3JQ
Full details of the poll results for all resolutions are detailed below and can be found at:
http://www.rotork.com/investors/index/agm
Enquiries:
FTI Consulting | Tel: + 44 (0)20 3727 1340 |
Nick Hasell / Susanne Yule |
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Rotork plc | Tel: +44 (0)1225 733 200 |
Peter France, Chief Executive |
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Jonathan Davis, Finance Director |
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Sarah Matthews-DeMers, Director of Strategy and Investor Relations | |
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28 April 2017
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