17 Oct 2016 15:46
Results of AGM
At the Annual General Meeting (AGM) of Clipper Logistics plc ("Clipper", "the Group", or "the Company"), held on 17 October 2016 all the resolutions put to the meeting were passed. The details of the votes cast are shown in a table below. The full text of each of the resolutions is shown in the Notice of the AGM, which is available on our website at www.clippergroup.co.uk. The maximum total of votes cast was 84,982,726 representing 84.98% of Clipper's issued share capital.
In accordance with Listing Rule 9.6.3 (1), copies of the resolutions (other than those resolutions comprising ordinary business) will shortly be made available for inspection on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.
AGM - Poll results
Resolution | Votes For | % For** | Votes Against | % Against** | Votes Total | Votes Withheld | |
1 | Annual Report and Accounts | 84,982,726 | 100.00% | 0 | 0.00% | 84,982,726 | 0 |
2 | Directors' Remuneration Report | 84,875,681 | 99.87% | 107,045 | 0.13% | 84,982,726 | 0 |
3 | Final Dividend | 84,982,726 | 100.00% | 0 | 0.00% | 84,982,726 | 0 |
4 | Appoint Auditors | 84,880,310 | 99.88% | 102,416 | 0.12% | 84,982,726 | 0 |
5 | Remuneration of Auditors | 84,978,097 | 99.99% | 4,629 | 0.01% | 84,982,726 | 0 |
6 | Re-elect Sean Fahey | 84,978,097 | 99.99% | 4,629 | 0.01% | 84,982,726 | 0 |
7 | Re-elect Mike Russell | 84,978,097 | 99.99% | 4,629 | 0.01% | 84,982,726 | 0 |
8 | Re-elect Ron Series | 84,978,097 | 99.99% | 4,629 | 0.01% | 84,982,726 | 0 |
9 | Re-elect Mike Russell - Independent | 45,785,087 | 99.99% | 4,629 | 0.01% | 45,789,716 | 0 |
10 | Re-elect Ron Series - Independent | 45,785,087 | 99.99% | 4,629 | 0.01% | 45,789,716 | 0 |
11 | Allot shares | 82,268,487 | 97.68% | 1,957,566 | 2.32% | 84,226,053 | 756,673 |
12* | Purchase own shares | 84,115,605 | 98.98% | 867,121 | 1.02% | 84,982,726 | 0 |
13* | Notice period for general meetings | 78,721,385 | 92.63% | 6,261,341 | 7.37% | 84,982,726 | 0 |
14* | Allot equity securities for cash | 84,875,681 | 99.87% | 107,045 | 0.13% | 84,982,726 | 0 |
15* | Allot equity securities for cash - acquisition or capital investment | 82,268,487 | 96.81% | 2,714,239 | 3.19% | 84,982,726 | 0 |
16 | Rule 9 Panel waiver - purchase of own shares | 35,973,198 | 81.33% | 8,256,765 | 18.67% | 44,229,963 | 1,559,753 |
17 | Rule 9 Panel waiver - share awards | 34,646,888 | 78.33% | 9,583,075 | 21.67% | 44,229,963 | 1,559,753 |
*Special Resolutions
*\* The percentage of votes cast for and against excludes withheld votes.
The Board is pleased that all Resolutions have been passed with the support of shareholders. The Board notes that resolution 17, relating to the approval of the Panel Waiver given in connection with share awards made under the Company's Performance Share Plan to the Company's Chairman and certain other officers of the Company who are regarded as acting in concert, received a vote of 78.33%% in favour and recognises that a significant minority of shareholders have voted against this resolution.
Ahead of the Annual General Meeting, Michael Russell, the Chairman of the Remuneration Committee wrote to a number of Clipper's largest shareholders to explain the approach of the Remuneration Committee in relation to this specific issue and also spoke to Institutional Shareholder Services an organisation which analyses Company annual reports and makes voting recommendations and seeks views from its members. A significant number of those shareholders contacted have continued to support the approach of the Remuneration Committee. However whilst the Board unanimously believes that the Remuneration Committee made the right decision in aligning executive reward to the shareholder experience, it is clear that there is a divergence of opinion amongst some shareholders as regards awards to the concert party. Looking forward the Board notes that the Remuneration Committee intends to extend its engagement with the Company's shareholders to fully understand shareholder views and to enable it to better address the reasons behind today's vote result.
ENQUIRIES
Clipper: | +44 (0)113 204 2050 |
Steve Parkin, Executive Chairman | |
David Hodkin, Chief Financial Officer | |
Guy Jackson, Company Secretary | |
Bell Pottinger LLP: | +44 (0) 20 3772 2500 |
David Rydell | |
Dan de Belder | |
James Newman |
CLG.L (CLG)