Last checked at 30 Apr 2019 17:21
THE WEIR GROUP PLC
30 April 2019
AGM Voting Results 2019
The Annual General Meeting of The Weir Group PLC was held on Tuesday 30 April 2019 at 2.30 pm.
All resolutions were passed on a poll. Resolutions 19 to 22 were passed as special resolutions.
The table below sets out the proxy voting results.
VOTESFOR | % | VOTESAGAINST | % | VOTESTOTAL | % of ISC VOTED | VOTESWITHHELD* | ||
Resolution 1 | To receive and adopt the report and financial statements. | 212,560,343 | 99.98% | 33,619 | 0.02% | 212,593,962 | 81.89% | 2,698,070 |
Resolution 2 | To declare a final dividend. | 215,180,419 | 100% | 1,482 | 0% | 215,181,901 | 82.89% | 110,131 |
Resolution 3 | To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy). | 198,708,685 | 93.09% | 14,750,923 | 6.91% | 213,459,608 | 82.23% | 1,833,024 |
Resolution 4 | To approve the amendments to the Company's Share Reward Plan and All-Employee Share Ownership Plan. | 213,636,608 | 99.25% | 1,606,731 | 0.75% | 215,243,339 | 82.91% | 48,693 |
Resolution 5 | To elect Engelbert Haan as a Director of the Company. | 214,724,091 | 99.81% | 408,415 | 0.19% | 215,132,506 | 82.87% | 159,526 |
Resolution 6 | To elect Cal Collins as a Director of the Company. | 213,326,599 | 99.16% | 1,803,263 | 0.84% | 215,129,862 | 82.87% | 162,170 |
Resolution 7 | To re-elect Clare Chapman as a Director of the Company. | 205,571,610 | 95.55% | 9,567,380 | 4.45% | 215,138,990 | 82.87% | 153,042 |
Resolution 8 | To re-elect Barbara Jeremiah as a Director of the Company. | 212,427,119 | 98.74% | 2,707,782 | 1.26% | 215,134,901 | 82.87% | 157,131 |
Resolution 9 | To re-elect Stephen Young as a Director of the Company. | 210,170,543 | 97.69% | 4,971,007 | 2.31% | 215,141,550 | 82.87% | 150,482 |
Resolution 10 | To re-elect Charles Berry as a Director of the Company. | 211,696,771 | 98.40% | 3,438,990 | 1.60% | 215,135,761 | 82.87% | 152,271 |
Resolution 11 | To re-elect Jon Stanton as a Director of the Company. | 213,601,682 | 99.29% | 1,537,678 | 0.71% | 215,139,360 | 82.87% | 149,672 |
Resolution 12 | To re-elect John Heasley as a Director of the Company. | 211,978,705 | 98.53% | 3,156,123 | 1.47% | 215,134,828 | 82.87% | 154,204 |
Resolution 13 | To re-elect Mary Jo Jacobi as a Director of the Company. | 213,118,813 | 99.06% | 2,011,923 | 0.94% | 215,130,736 | 82.87% | 158,296 |
Resolution 14 | To re-elect Sir Jim McDonald as a Director of the Company. | 212,982,575 | 99% | 2,152,103 | 1% | 215,134,678 | 82.87% | 154,354 |
Resolution 15 | To re-elect Rick Menell as a Director of the Company. | 156,112,165 | 75.19% | 51,509,215 | 24.81% | 207,621,380 | 79.98% | 7,667,652 |
Resolution 16 | To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company. | 215,123,753 | 99.98% | 41,279 | 0.02% | 215,165,032 | 82.88% | 127,000 |
Resolution 17 | That the Company's Audit Committee be authorised to determine the remuneration of the Auditors. | 215,147,974 | 99.99% | 29,306 | 0.01% | 215,177,280 | 82.89% | 114,752 |
Resolution 18 | To renew the Directors' general power to allot shares. | 201,400,404 | 93.56% | 13,856,963 | 6.44% | 215,257,367 | 82.92% | 34,665 |
Resolution 19 | To partially disapply the statutory pre-emption provisions. | 214,710,088 | 99.75% | 545,868 | 0.25% | 215,255,956 | 82.92% | 35,176 |
Resolution 20 | To partially disapply the statutory pre-emption provisions in connection with an acquisition or specified capital investment. | 202,177,019 | 93.92% | 13,081,997 | 6.08% | 215,259,016 | 82.92% | 33,016 |
Resolution 21 | To renew the Company's authority to purchase its own shares. | 213,792,498 | 99.48% | 1,127,623 | 0.52% | 214,920,121 | 82.79% | 371,018 |
Resolution 22 | To reduce the notice period for general meetings. | 204,779,358 | 95.53% | 9,590,320 | 4.47% | 214,369,678 | 82.58% | 922,354 |
* A vote withheld is not a vote in law and is not counted in the calculation of proportion of votes For and Against a resolution.
With regard to the re-election of Rick Menell, we are pleased that he received votes in favour of over 75%, but note that support for his re-election was not as strong as that shown for other Directors. The context to Rick's extension is set in our Annual Report and this highlights the benefits of his continued service at a time of recent change in both Board composition and portfolio transformation.
As required by the Corporate Governance Code, the Board thought very carefully about Rick's independence when assessing whether to propose he serve a further year and specifically considered the matter of Rick's tenure in considering the extension of his appointment as senior independent director. As set out in the Annual Report, the Nomination Committee were satisfied that Rick's tenure had not compromised his independence in any way and he is and remains independent in character and judgement notwithstanding the fact that he has served on the Board for more than nine years. As such, having made that determination of independence, this would naturally flow through to Committees on which Rick sits.
We maintain a programme of active engagement with our shareholders and will continue to take their views into account. Following election of directors at the AGM, committee composition and succession planning for the role of SID was already on the agenda to be discussed at the June Nomination Committee meeting.
a) Any votes that give discretion to the Chairman have been included in the "For" total.
b) At close of business on 29 April 2019 there were 259,602,052 Ordinary Shares in issue (excluding treasury shares).
A copy of the resolutions passed concerning special business has been submitted and will shortly be available for inspection at the National Storage Mechanism which is located at https://www.morningstar.co.uk/uk/NSM.
For further information, please contact:
Graham Vanhegan
Company Secretary
Telephone: 0141 308 3771