Last checked at 7 May 2020 12:40
St. James's Place plc ("SJP plc")
Result of Annual General Meeting ("AGM")
SJP plc's AGM was held at 10am on Thursday, 7 May 2020 at 30 Lombard Street, London EC3V 9BQ.
The results of the polls on all resolutions put to the meeting are set out below.
Resolution | Total votes validly cast | Percentage of relevant shares in issue (%) | For | For (% of shares voted) | Against | Against (% of shares voted) | Votes withheld | |
1 | To receive the Company's annual accounts and reports of the Directors and auditors thereon for the year ended 31 December 2019.
| 444,703,370
| 82.87%
| 444,121,495
| 99.87
| 581,875
| 0.13
| 276,798
|
3 | To re-elect Iain Cornish as a Director. | 414,552,673
| 77.25%
| 410,417,592
| 99.00
| 4,135,081
| 1.00
| 30,427,495
|
4 | To re-elect Andrew Croft as a Director. | 444,971,010
| 82.92%
| 444,093,571
| 99.80
| 877,439
| 0.20
| 9,159
|
5 | To re-elect Ian Gascoigne as a Director. | 444,961,816
| 82.92%
| 443,765,622
| 99.73
| 1,196,194
| 0.27
| 18,353
|
6 | To re-elect Craig Gentle as a Director | 444,971,215
| 82.92%
| 443,206,187
| 99.60
| 1,765,028
| 0.40
| 8,953
|
7 | To re-elect Simon Jeffreys as a Director. | 444,970,738
| 82.92%
| 424,149,499
| 95.32
| 20,821,239
| 4.68
| 9,430
|
8 | To re-elect Patience Wheatcroft as a Director. | 444,969,738
| 82.92%
| 440,830,819
| 99.07
| 4,138,919
| 0.93
| 9,430
|
9 | To re-elect Roger Yates as a Director. | 444,970,527
| 82.92%
| 440,816,062
| 99.07
| 4,154,465
| 0.93
| 9,641
|
10 | To elect Emma Griffin as a Director. | 444,942,226
| 82.91%
| 444,917,967
| 99.99
| 24,259
| 0.01
| 37,942
|
11 | To elect Rosemary Hilary as a Director.
| 444,969,314
| 82.92%
| 442,650,923
| 99.48
| 2,318,391
| 0.52
| 10,854
|
12 | To elect Helena Morrissey as a Director.
| 444,681,749
| 82.87%
| 444,042,542
| 99.86
| 639,207
| 0.14
| 298,419
|
13 | To approve the Directors' Remuneration Report for the year ended 31 December 2019.
| 414,421,336
| 77.23%
| 394,152,448
| 95.11
| 20,268,888
| 4.89
| 30,558,831
|
14 | To approve the 2020 Directors' Remuneration Policy.
| 444,916,595
| 82.91%
| 421,389,944
| 94.71
| 23,526,651
| 5.29
| 63,572
|
15 | To re-appoint PwC as the auditors of the Company to hold office until the conclusion of the next General Meeting at which accounts are laid before the Company.
| 444,973,406
| 82.92%
| 431,127,445
| 96.89
| 13,845,961
| 3.11
| 6,761
|
16 | To authorise the Directors to determine the remuneration of the auditors of the Company.
| 444,975,161
| 82.92%
| 434,861,535
| 97.73
| 10,113,626
| 2.27
| 5,007
|
17 | To authorise the Directors to allot shares. | 444,943,594
| 82.91%
| 442,058,302
| 99.35
| 2,885,292
| 0.65
| 36,574
|
18 | To approve the amendments to the trust deed and rules of the St. James's Place Share Incentive Plan. | 444,917,391
| 82.91%
| 443,425,864
| 99.66
| 1,491,527
| 0.34
| 62,777
|
19 | To approve the amendments to the rules of the St. James's Place Sharesave Option Plan. | 444,927,391
| 82.91%
| 442,702,268
| 99.50
| 2,225,123
| 0.50
| 52,777
|
20 | To approve the amendments to the rules of the St. James's Place Company Share Option Plan.
| 444,927,390
| 82.91%
| 438,085,699
| 98.46
| 6,841,691
| 1.54
| 52,777
|
21 | To approve the rules of the St. James's Place Performance Share Plan.
| 444,926,038
| 82.91%
| 439,829,059
| 98.85
| 5,096,979
| 1.15
| 54,127
|
22 | To approve the rules of the St. James's Place Deferred Bonus Plan.
| 444,906,097
| 82.91%
| 444,706,771
| 99.96
| 199,326
| 0.04
| 74,071
|
23 | To disapply pre-emption rights on shares.
| 444,894,053
| 82.90%
| 444,838,377
| 99.99
| 55,676
| 0.01
| 88,115
|
24 | To authorise the Company to purchase its own shares.
| 444,728,739
| 82.87%
| 440,174,675
| 98.98
| 4,554,064
| 1.02
| 251,428
|
25 | To authorise the calling of general meetings (other than Annual General Meetings) on 14 clear days' notice.
| 444,973,321
| 82.92%
| 426,778,898
| 95.91
| 18,194,423
| 4.09
| 6,847
|
26 | To approve and adopt new Articles of Association.
| 444,908,723
| 82.91%
| 441,941,453
| 99.33
| 2,967,270
| 0.67
| 71,444
|
The number of Ordinary Shares in issue as at 6.00pm on 5 May 2020 was 536,631,281. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
Resolution 1 and Resolutions 3 to 22 were passed as Ordinary Resolutions and Resolutions 23 to 26 were passed as Special Resolutions.
The full text of the resolutions can be found in the Notice of Meeting, which is available on the Company's website at www.sjp.co.uk/shareholders/shareholder-meetings.
As notified to the market on 30 April 2020, the Board withdrew its recommendation to pay a final dividend and, as a consequence of this, Resolution 2 (to approve the final dividend) was not put to the AGM.
In accordance with paragraph 9.6.2R of the Listing Rules, SJP plc has submitted copies of the Resolutions passed at the meeting (other than Resolutions concerning ordinary business) to the UK Listing Authority via the National Storage Mechanism.
In accordance with paragraph 9.2.6E of the Listing Rules, SJP plc has also submitted a copy of its Articles of Association dated 7 May 2020, which is the document that sets out rights attached to its listed shares, to the UK Listing Authority via the National Storage Mechanism.
These documents will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Jonathan Dale
Deputy Company SecretaryTel: +44 (0)1285 7172377 May 2020
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.