Last checked at 29 Apr 2022 14:26
29 April 2022
Rotork Plc
('the Company' or 'Rotork')
2022 Annual General Meeting - Poll Results
The Company's 2022 Annual General Meeting ('AGM') was held today at Bailbrook House Hotel, Eveleigh Avenue, London Road West, Bath, BA1 7JD. All resolutions proposed to the meeting were decided on by a poll and were passed.
Resolutions 1 to 16 were each passed as an ordinary resolution (requiring a simple majority) and resolutions 17 to 21 were each passed as a special resolution (requiring at least a 75% majority).
The following table summarises the final poll result for each resolution:
Resolution | For 2 | Against2 | Total Votes Cast | No. of Votes withheld3 | ||||
No. of Shares | % | No. of Shares | % | No. of Shares | % | |||
1. | To receive the 2021 Annual Report and audited accounts | 736,110,184 | 99.99 | 77,330 | 0.01 | 736,187,514 | 85.56% | 566,157 |
2. | To declare a final dividend of 4.05p per ordinary share | 736,590,497 | 99.98 | 155,354 | 0.02 | 736,745,851 | 85.63% | 10,171 |
3. | To approve the Directors' Remuneration Report | 723,419,471 | 98.89 | 8,098,411 | 1.11 | 731,517,882 | 85.02% | 5,236,581 |
4. | To re-elect AC Andersen as a director | 588,174,246 | 79.89 | 148,038,163 | 20.11 | 736,212,409 | 85.57% | 502,044 |
5. | To re-elect TR Cobbold as a director | 728,356,448 | 98.93 | 7,891,160 | 1.07 | 736,247,608 | 85.57% | 506,855 |
6. | To re-elect JM Davis as a director | 732,770,735 | 99.53 | 3,475,274 | 0.47 | 736,246,009 | 85.57% | 498,454 |
7. | To re-elect PG Dilnot as a director | 726,552,285 | 98.96 | 7,651,816 | 1.04 | 734,204,101 | 85.33% | 2,550,362 |
8. | To elect KT Huynh as a director | 734,474,703 | 99.76 | 1,730,666 | 0.24 | 736,205,369 | 85.57% | 549,094 |
9. | To re-elect MJ Lamb as a director | 721,969,037 | 98.06 | 14,286,405 | 1.94 | 736,255,442 | 85.57% | 500,580 |
10. | To elect KFS Meurk-Harvey as a director | 734,358,310 | 99.74 | 1,889,298 | 0.26 | 736,247,608 | 85.57% | 506,855 |
11. | To re-elect JE Stipp as a director | 728,396,704 | 98.93 | 7,849,660 | 1.07 | 736,246,364 | 85.57% | 508,099 |
12. | To re-appoint Deloitte LLP as Auditor of the Company | 734,351,137 | 99.98 | 181,851 | 0.02 | 734,532,988 | 85.37% | 2,223,034 |
13. | To authorise the Audit Committee to determine Auditor's remuneration | 736,352,256 | 99.98 | 161,298 | 0.02 | 736,513,554 | 85.60% | 242,468 |
14. | Authority to make political donations | 718,361,938 | 97.63 | 17,463,316 | 2.37 | 735,825,254 | 85.52% | 930,768 |
15. | Authority for the directors to allot shares | 636,169,485 | 86.42 | 99,975,942 | 13.58 | 736,145,427 | 85.56% | 610,595 |
16. | Authority to adopt new rules of the Rotork Share Incentive Plan | 734,771,088 | 99.76 | 1,790,412 | 0.24 | 736,561,500 | 85.61% | 194,522 |
17. | General authority to dis-apply pre-emption rights* | 734,622,910 | 99.79 | 1,561,168 | 0.21 | 736,184,078 | 85.56% | 445,469 |
18. | Authority to dis-apply pre-emption rights for acquisitions / capital investments* | 726,507,715 | 98.72 | 9,393,327 | 1.28 | 735,901,042 | 85.53% | 854,188 |
19. | Authority to purchase own ordinary shares* | 736,140,371 | 99.96 | 290,249 | 0.04 | 736,430,620 | 85.59% | 208,927 |
20. | Authority to purchase own preference shares* | 733,296,942 | 99.57 | 3,137,991 | 0.43 | 736,434,933 | 85.59% | 204,614 |
21. | Authority to reduce notice period for general meetings* | 603,342,109 | 83.47 | 119,498,243 | 16.53 | 722,840,352 | 84.01% | 13,915,670 |
*Passed as a special resolution
The Board of Rotork plc is pleased to note that all resolutions were passed at today's AGM and welcomes the continued support of the Company's shareholders for all the resolutions proposed.
The Board notes the result of resolution 4 relating to the re-election of Ann Christin Andersen. The Board believes that she continues to discharge her role at Rotork plc effectively. However, the Board takes seriously the results of the AGM and will engage with shareholders to understand and discuss their concerns regarding over-boarding and will publish an update on that consultation within six months of the AGM.
Notes:
1. The total votes cast in favour of each resolution include those giving the Chairman discretion.
2. Votes "For" and "Against" are expressed as a percentage of votes received with percentages rounded to two decimal places.
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. The total number of ordinary 0.5p shares in issue on 29 April 2022 was 860,395,781 with no shares being held in treasury. The total number of voting rights in respect of these ordinary shares was 860,395,781 with each ordinary share having one vote.
5. In accordance with Listing Rule 9.6.2, a copy of each of all resolutions passed by the Company, other than those resolutions concerning ordinary business, will be submitted to the UK Listing Authority and made available for inspection from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
6. A copy of this announcement has been posted on the Company's website at www.rotork.com/investors/index/agm.
7. Legal Entity Identifier: 213800AH5RZIHGWRJ718
Enquiries:
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Rotork plc
| Tel: +44 (0)1225 733 200 |
Stuart Pain, Group General Counsel & Company Secretary Andrew Carter, Investor Relations Director |
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FTI Consulting
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Nick Hasell/Susanne Yule | Tel: + 44 (0)20 3727 1340 |