Last checked at 27 Apr 2018 15:41
Rotork plc
AGM Poll Result and Statement on the result of resolution 12 - Remuneration Report and copies of resolutions sent to National Storage Mechanism
Rotork Plc - AGM - 27 April 2018 - 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 2017 | 678,578,626
| 99.92
| 511,090
| 0.08
| 41,160
| 78.01% |
2. | To declare a final dividend | 679,126,946
| 100.00
| 0
| 0.00
| 3,930
| 78.02% |
3. | To re-elect GB Bullard as a director | 632,202,951
| 93.09 | 46,903,955 | 6.91 | 13,930 | 78.02% |
4. | To re-elect JM Davis as a director | 676,009,323
| 99.56 | 2,987,009 | 0.44 | 10,930 | 78.00% |
5. | To re-elect SA James as a director | 674,865,909
| 99.40 | 4,058,637 | 0.60 | 7,930 | 77.99% |
6. | To re-elect MJ Lamb as a director | 650,001,049
| 98.94 | 6,958,053 | 1.06 | 22,048,160 | 75.47% |
7. | To re-elect LM Bell as a director | 674,937,695
| 99.40 | 4,058,637 | 0.60 | 10,930 | 78.00% |
8. | To elect KG Hostetler as a director | 665,471,439
| 98.01 | 13,502,013 | 1.99 | 33,810 | 78.00% |
9. | To elect PG Dilnot as a director | 675,944,027
| 99.56 | 2,970,290 | 0.44 | 16,480 | 77.99% |
10. | To re-appoint Deloitte LLP as Auditor of the Company | 678,386,427
| 99.91 | 590,625 | 0.09 | 14,660 | 78.00% |
11. | To authorise the directors to fix the remuneration of the Auditor | 678,881,692
| 99.98 | 118,869 | 0.02 | 5,851 | 78.00% |
12. | To approve the Directors' Remuneration Report | 486,539,655 | 71.66 | 192,436,697 | 28.34 | 107,374 | 78.00% |
13. | To authorise the directors to allot shares | 649,115,447 | 95.58 | 30,010,548 | 4.42 | 4,841 | 78.02% |
14. | To enable the directors to allot shares for cash without first offering them to existing shareholders for pre-emptive issues and general purposes* | 671,924,283 | 98.96 | 7,068,039 | 1.04 | 4,940 | 78.00% |
15. | To enable the directors to allot shares for cash without first offering them to existing shareholders for acquisitions and other capital investments* | 655,339,318 | 96.52 | 23,657,073 | 3.48 | 47,690 | 78.00% |
16. | To authorise the Company to purchase ordinary shares* | 672,243,028 | 99.02 | 6,664,044 | 0.98 | 44,430 | 77.99% |
17. | To authorise the Company to purchase preference shares* | 660,422,420 | 97.26 | 18,586,412 | 2.74 | 64,564 | 78.00% |
18. | To fix the notice period for general meetings* | 599,083,930 | 88.23 | 79,889,072 | 11.77 | 3,930 | 78.00% |
*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 25 April 2018 = 870,471,954 shares. Over 75% of voting capital was instructed.
Resolution 12 Remuneration Report
Although the resolution was duly passed, the Board of directors of Rotork plc recognises that a significantly minority of shareholders (28.34%) voted against the resolution to approve the Remuneration Report. This follows a similar level of dissent expressed by shareholders on the same resolution last year. The Board welcomes an open and ongoing dialogue with shareholders and will continue to actively engage with shareholders to discuss their concerns.
Special Business - Copies of Resolutions
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 27 April 2018, 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 |
Stephen Jones, Company Secretary |
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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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27 April 2018