Last checked at 9 May 2018 17:40
RESULTS OF ANNUAL GENERAL MEETING 2018 ('AGM')
At the AGM of Rentokil Initial plc duly convened and held in the Ascot Suite at the Hilton London Gatwick Airport on Wednesday 9 May 2018 at 12 noon, each resolution as set out in the notice of meeting dated 5 April 2018 was passed on a poll. The results are set out below and will be placed on the Company website at www.rentokil-initial.com/investors.
RESOLUTION | VOTES FOR1 | % | VOTES AGAINST | % | TOTAL VOTES | % of ISC VOTED | VOTES WITHHELD2 | |
1 | To receive the audited financial statements of the Company and the directors' and auditors' reports thereon | 1,500,985,790 | 99.94 | 965,786 | 0.06 | 1,501,951,576 | 81.48% | 1,040,885 |
2 | To approve the 2018 Directors' Remuneration Policy | 1,088,397,058 | 75.01 | 362,586,957 | 24.99 | 1,450,984,015 | 78.72% | 52,008,445 |
3 | To approve the Directors' Remuneration Report | 1,450,348,280 | 96.55 | 51,857,468 | 3.45 | 1,502,205,748 | 81.49% | 786,712 |
4 | To approve the amended rules of the Performance Share Plan 2016 | 1,105,940,041 | 74.62 | 376,079,451 | 25.38 | 1,482,019,492 | 80.40% | 20,972,968 |
5 | To declare a final dividend | 1,502,913,577 | 100.00 | 2,706 | 0.00 | 1,502,916,283 | 81.53% | 76,178 |
6 | To elect Sir Crispin Davis as a director | 1,502,741,941 | 99.99 | 98,641 | 0.01 | 1,502,840,582 | 81.53% | 151,879 |
7 | To elect John Pettigrew as a director | 1,502,228,502 | 99.96 | 606,304 | 0.04 | 1,502,834,806 | 81.53% | 157,655 |
8 | To elect Linda Yueh as a director | 1,502,685,949 | 99.99 | 155,466 | 0.01 | 1,502,841,415 | 81.53% | 151,046 |
9 | To re-elect Richard Burrows as a director | 1,372,819,833 | 95.23 | 68,734,575 | 4.77 | 1,441,554,408 | 78.20% | 61,438,051 |
10 | To re-elect John McAdam as a director | 1,455,277,089 | 96.90 | 46,626,568 | 3.10 | 1,501,903,657 | 81.48% | 1,088,803 |
11 | To re-elect Andy Ransom as a director | 1,502,822,713 | 100.00 | 37,896 | 0.00 | 1,502,860,609 | 81.53% | 131,852 |
12 | To re-elect Angela Seymour-Jackson as a director | 1,205,167,690 | 89.21 | 145,800,885 | 10.79 | 1,350,968,575 | 73.29% | 152,023,885 |
13 | To re-elect Julie Southern as a director | 1,218,690,266 | 90.21 | 132,282,706 | 9.79 | 1,350,972,972 | 73.29% | 152,019,489 |
14 | To re-elect Jeremy Townsend as a director | 1,497,018,210 | 99.61 | 5,836,805 | 0.39 | 1,502,855,015 | 81.53% | 137,446 |
15 | To re-appoint KPMG LLP as auditors | 1,473,972,478 | 99.89 | 1,654,510 | 0.11 | 1,475,626,988 | 80.05% | 27,365,472 |
16 | To authorise the directors to agree the auditors' remuneration | 1,498,208,485 | 99.69 | 4,671,140 | 0.31 | 1,502,879,625 | 81.53% | 112,836 |
17 | To authorise the directors to allot shares | 1,462,776,916 | 97.33 | 40,087,541 | 2.67 | 1,502,864,457 | 81.53% | 128,003 |
18 | To disapply statutory pre-emption rights | 1,498,820,039 | 99.95 | 735,106 | 0.05 | 1,499,555,145 | 81.35% | 3,437,316 |
19 | To disapply statutory pre-emption rights - additional 5% | 1,456,398,211 | 97.12 | 43,147,462 | 2.88 | 1,499,545,673 | 81.35% | 3,446,787 |
20 | To authorise the directors to make market purchases of the Company's own shares | 1,464,831,628 | 97.77 | 33,336,162 | 2.23 | 1,498,167,790 | 81.27% | 4,824,670 |
21 | To authorise the making of political donations | 1,435,134,102 | 95.50 | 67,645,009 | 4.50 | 1,502,779,111 | 81.53% | 213,350 |
22 | To authorise the calling of a general meeting (other than an annual general meeting) on 14 days' clear notice | 1,429,155,322 | 95.09 | 73,747,546 | 4.91 | 1,502,902,868 | 81.53% | 89,593 |
23 | To adopt the Articles of Association of the Company produced to the meeting | 1,502,735,312 | 100.00 | 61,984 | 0.00 | 1,502,797,296 | 81.53% | 195,165 |
1. Votes For include those votes giving the Chairman discretion.
2. A vote withheld is not a vote in law and is not counted in the calculation of proportion of votes cast for or against a resolution.
The number of ordinary shares in issue at close of business on 8 May 2018 was 1,843,332,965 ordinary shares of 1p each. Resolutions 18, 19, 20, 22 and 23 were proposed as special resolutions. A copy of the resolutions can be found in the Notice of Meeting available at www.rentokil-initial.com/investors.
Resolutions 2 and 4 concerning the Directors' Remuneration Policy and amendment of the rules of the Company's 2016 Performance Share Plan were carried by shareholders at the AGM voting. Shareholders representing 75% of the votes cast voted in favour; 25% voted against. As detailed in the Company's 2017 Annual Report, the new Remuneration policy was devised following a detailed and lengthy consultation process, with key shareholders as well as leading proxy advisers ISS, IA/IVIS and Glass-Lewis. It was decided to proceed to submit a revised Directors' Remuneration Policy after receipt of widespread indications of support and positive feedback on the proposals during the consultation process from both investors and proxy agencies. The Company will continue its policy of proactive engagement with its shareholders on aspects of remuneration going forward.
A copy of the resolutions passed concerning special business has been submitted and will shortly be available for inspection at the National Storage Mechanism located at http://www.morningstar.co.uk/uk/NSM.
Enquiries:
Daragh FaganCompany Secretary
Tel: +44 (0)1276 607444