Last checked at 14 May 2020 15:15
14 May 2020
TI Fluid Systems plc
(the "Company")
Results of Annual General Meeting 2020 ("AGM")
The Company announces the results of the AGM which was held today, Thursday, 14 May 2020.
The table below shows the proxy position of all Resolutions as at the close of books on 12 May 2020 at 2 pm except Resolution 3 which is shown based on the poll conducted at the AGM.
| VOTES FOR
| VOTES AGAINST | VOTES TOTAL | VOTES WITHHELD | ||||
| RESOLUTION | Number of shares | % of shares voted | Number of shares | % of shares voted | Number of shares | % of issued share capital | Number of shares |
1 | Annual report and accounts | 490,837,768 | 99.64% | 1,782,302 | 0.36% | 492,620,070 | 94.69% | 166,362 |
2 | Directors' remuneration report | 468,397,586 | 95.33% | 22,936,030 | 4.67% | 491,333,616 | 94.44% | 1,452,816 |
3 | Declaration of final dividend | 210,415,347 | 42.70% | 282,361,356 | 57.30% | 492,776,703 | 94.72% | 9,929 |
4 | Re-election of Manfred Wennemer as a director | 490,826,967 | 99.64% | 1,766,403 | 0.36% | 492,593,370 | 94.68% | 193,062 |
5 | Re-election of William L. Kozyra as a director | 492,481,598 | 99.94% | 297,136 | 0.06% | 492,778,734 | 94.72% | 7,698 |
6 | Election of Tim Cobbold as a director | 492,521,104 | 99.95% | 257,630 | 0.05% | 492,778,734 | 94.72% | 7,698 |
7 | Re-election of Andrea Dunstan as a director | 492,521,104 | 99.95% | 257,630 | 0.05% | 492,778,734 | 94.72% | 7,698 |
8 | Election of Ron Hundzinski as a director | 487,920,265 | 99.01% | 4,858,468 | 0.99% | 492,778,733 | 94.72% | 7,698 |
9 | Election of Susan Levine as a director | 492,481,598 | 99.94% | 297,136 | 0.06% | 492,778,734 | 94.72% | 7,698 |
10 | Re-election of Elaine Sarsynski as a director | 492,521,104 | 99.95% | 257,630 | 0.05% | 492,778,734 | 94.72% | 7,698 |
11 | Re-election of John Smith as a director | 492,521,104 | 99.95% | 257,630 | 0.05% | 492,778,734 | 94.72% | 7,698 |
12 | Re-election of Stephen Thomas as a director | 492,165,895 | 99.88% | 612,839 | 0.12% | 492,778,734 | 94.72% | 7,698 |
13 | Re-election of Jeffrey Vanneste as a director | 492,092,617 | 99.86% | 686,117 | 0.14% | 492,778,734 | 94.72% | 7,698 |
14 | Re-appointment of auditor | 492,271,650 | 99.90% | 505,415 | 0.10% | 492,777,065 | 94.72% | 9,367 |
15 | Auditors' remuneration | 492,273,319 | 99.90% | 505,415 | 0.10% | 492,778,734 | 94.72% | 7,698 |
16 | Directors' authority to allot shares | 492,386,016 | 99.92% | 392,718 | 0.08% | 492,778,734 | 94.72% | 7,698 |
17 | Disapplication of pre-emption rights * | 492,668,225 | 100.00% | 0 | 0.00% | 492,668,225 | 94.69% | 118,207 |
18 | Further disapplication of pre-emption rights * | 492,668,225 | 100.00% | 0 | 0.00% | 492,668,225 | 94.69% | 118,207 |
19 | Authority to purchase shares * | 488,254,576 | 99.09% | 4,492,160 | 0.91% | 492,746,736 | 94.71% | 39,695 |
20 | Political donations or expenditure | 490,336,817 | 99.73% | 1,323,775 | 0.27% | 491,660,592 | 94.50% | 1,125,840 |
21 | Notice of general meeting * | 490,914,589 | 99.62% | 1,864,145 | 0.38% | 492,778,734 | 94.72% | 7,698 |
* Special resolutions
Votes excluding controlling shareholders on the resolutions concerning the re-election of the Independent Non-Executive Directors
| VOTES FOR
| VOTES AGAINST | VOTES TOTAL | VOTES WITHHELD | ||||
| RESOLUTION | Number of shares | % of shares voted | Number of shares | % of shares voted | Number of shares | % of issued share capital | Number of shares |
4 | Re-election of Manfred Wennemer as a director | 208,522,982 | 99.16% | 1,766,403 | 0.84% | 210,289,385 | 88.37% | 193,062 |
6 | Election of Tim Cobbold as a director | 210,217,119 | 99.88% | 257,630 | 0.12% | 210,474,749 | 88.45% | 7,698 |
7 | Re-election of Andrea Dunstan as a director | 210,217,119 | 99.88% | 257,630 | 0.12% | 210,474,749 | 88.45% | 7,698 |
10 | Re-election of Elaine Sarsynski as a director | 210,217,119 | 99.88% | 257,630 | 0.12% | 210,474,749 | 88.45% | 7,698 |
11 | Re-election of John Smith as a director | 210,217,119 | 99.88% | 257,630 | 0.12% | 210,474,749 | 88.45% | 7,698 |
13 | Re-election of Jeffrey Vanneste as a director | 209,788,632 | 99.67% | 686,117 | 0.33% | 210,474,749 | 88.45% | 7,698 |
The Board notes the outcome of the shareholder vote on Resolution 3 concerning the payment of the 2019 final dividend. As a consequence, the 2019 final dividend will not be paid to shareholders.
Notes:
1. Any proxy appointments which gave discretion to the Chairman have been included in the 'For' total.
2. The total number of ordinary shares in issue at 12 May 2020 was 520,269,141.
3. Total ordinary shares held by shareholders excluding the controlling shareholder at 12 May 2020 was 237,965,156.
4. A 'Vote Withheld' is not counted towards the votes cast 'For' or 'Against' a resolution.
A copy of all resolutions passed, other than those concerning ordinary business, will today be submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2. These resolutions will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at www.tifluidsystems.com.
Enquiries: | |
TI Fluid Systems plc | |
David J Royce | +1 (248) 376 8624 |
Investor Relations | |
FTI Consulting | +44 (0)20 3727 1340 |
Richard Mountain | |
Nick Hasell | |
About TI Fluid Systems plc
TI Fluid Systems plc, (LSE: TIFS) is a leading global manufacturer of highly engineered automotive fluid storage, carrying and delivery systems primarily for the light duty automotive market. With nearly 100 years of automotive fluid systems experience, TI Fluid Systems has manufacturing facilities in 108 locations across 28 countries serving all major global OEMs.