19 May 2015 17:21
Stock Spirits Group PLC (the "Company")
Update on Board Composition and AGM Poll Results
Recruitment of new Non-Executive Director
Following the retirement of Jack Keenan, the Board is now starting the process to recruit a new Non-Executive Director in order to complete its composition. In this regard the announcement of the new Senior Independent Director will be confirmed once the recruitment of the new Non-Executive Director is completed and the Board has had the opportunity to decide amongst all the Non-Executive Directors. The composition of the Committees will be as follows:
COMMITTEE
| COMPOSITION |
Audit Committee | Andrew Cripps (Chairman and Independent Non-Executive) John Nicolson (Independent Non-Executive) New Independent Non-Executive Director (once recruited)
|
Remuneration Committee | John Nicolson (Chairman and Independent Non-Executive) Andrew Cripps (Independent Non-Executive) New Non-Executive Director (once recruited)
|
Nomination Committee | David Maloney (Chairman and Independent Non-Executive) Andrew Cripps (Independent Non-Executive) John Nicolson (Independent Non-Executive)
|
Disclosure Committee | David Maloney (Chairman and Independent Non-Executive) Chris Heath (Chief Executive) Lesley Jackson (Chief Financial Officer) Elisa Gómez de Bonilla (General Counsel)
|
AGM Poll Results
At the Company's AGM held today, all the resolutions set out in the 2015 Notice of Meeting were approved by the shareholders by way of a poll with the exception of Resolution 4, being the re-election Mr Jack Keenan as a Director due to his resignation on 27 April 2015, which was withdrawn with the consent of the meeting. The results of the poll for each resolution were as follows:
Details | For - (No. of shares voted) | For - (% of shares voted) | Against (No. of shares voted) | Against (% of shares voted) | Number of Votes Withheld |
Resolution 1 To receive the Accounts, the Directors' and Auditor's Reports | 135,784,163 | 99.96 | 55,400 | 0.04 | 0 |
Resolution 2 To approve the Directors' Remuneration Report | 105,920,674 | 86.13 | 17,053,634 | 13.87 | 12,865,255 |
Resolution 3 To declare a final dividend | 135,839,563 | 100.00 | 0 | 0 | 0 |
Resolution 4 To re-elect Mr Jack Keenan as a Director | Resolution withdrawn | ||||
Resolution 5 To re-elect Mr Andrew Cripps as a Director | 135,251,716 | 99.57 | 587,247 | 0.43 | 600 |
Resolution 6 To re-elect Mr Christopher Heath as a Director | 134,623,174 | 99.10 | 1,215,789 | 0.90 | 600 |
Resolution 7 To re-elect Ms Lesley Jackson as a Director | 134,623,774 | 99.10 | 1,215,789 | 0.90 | 0 |
Resolution 8 To re-elect Mr David Maloney as a Director | 135,221,734 | 99.55 | 617,229 | 0.45 | 600 |
Resolution 9 To re-elect Mr John Nicolson as a Director | 135,251,716 | 99.57 | 587,847 | 0.43 | 0 |
Resolution 10 To appoint KPMG as Auditor | 131,947,252 | 97.13 | 3,892,311 | 2.87 | 0 |
Resolution 11 To authorise the Audit Committee to determine the Auditor's remuneration | 131,032,610 | 96.46 | 4,806,953 | 3.54 | 0 |
Resolution 12 To authorise the Directors to allot ordinary shares | 112,665,698 | 82.94 | 23,173,865 | 17.06 | 0 |
Resolution 13* To dis-apply pre-emption rights | 133,757,216 | 98.47 | 2,081,747 | 1.53 | 600 |
Resolution 14* To authorise the Company to buy back its own shares | 135,457,066 | 99.72 | 382,497 | 0.28 | 0 |
Resolution 15* To allow general meetings to be held on not less than 14 clear days' notice | 125,797,682 | 92.61 | 10,041,281 | 7.39 | 600 |
*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 % of shares voted "For" or "Against" a resolution.
4. Total number of shares in issue at 6pm on 15 May 2015 was 200,000,000 ordinary shares. 67.92% of voting capital was instructed.
As required by the Listing Rules, copies of the AGM resolutions numbers 13-15 will be made available for inspection from the National Storage Mechanism, situated at: www.hemscott.com/nsm.do
These poll results will be available shortly on the Company's website at www.stockspirits.com
Ends
Enquiries:
Elisa Gómez De Bonilla
Company Secretary
01628521366