21 May 2020 11:37
PENDRAGON PLC - Result of AGMPENDRAGON PLC - Result of AGM
PR Newswire
London, May 21
Pendragon PLC (“the Company”)
Results of Annual General Meeting
The Annual General Meeting of the Company was held on Thursday 21 May 2020 at 10.30am. The results of each resolution are set out in the table below.
| Resolution | Votes for | % For (to 2 d.p) | Votes Against | % Against (to 2 d.p) | Votes Withheld |
| 1. To receive the annual accounts and Directors’ and Auditors Reports for year ended 31 December 2019 | 1,132,794,058 | 100.00 | 40,880 | 0.00 | 327,039 |
| 2. To approve the annual report on directors’ Remuneration for year ended 31 December 2019 | 889,274,828 | 78.48 | 243,783,685 | 21.52 | 103,463 |
| 3. To approve the directors’ remuneration policy | 665,116,001 | 58.70 | 467,942,512 | 41.30 | 103,463 |
| 4. To approve the Pendragon Long Term Incentive Plan | 665,204,028 | 58.71 | 467,860,909 | 41.29 | 97,039 |
| 5. To approve Pendragon 2020 Sharesave Scheme | 1,132,985,692 | 99.99 | 72,517 | 0.01 | 103,768 |
| 6. To re-appoint Mr W Berman as a director | 922,469,585 | 81.46 | 209,687,182 | 18.54 | 725,210 |
| 7. To re-elect Mr M S Casha as a director | 1,130,380,826 | 99.77 | 2,664,605 | 0.23 | 116,546 |
| 8. To re-appoint Ms N K Flanders as a director | 1,132,545,793 | 99.96 | 496,355 | 0.04 | 119,829 |
| 9. To re-appoint Mr B M Small as a director | 1,182,582,026 | 99.96 | 463,405 | 0.04 | 116,546 |
| 10. To re-elect Mr M S Willis as a director | 1,129,743,790 | 99.71 | 3,301,641 | 0.29 | 116,546 |
| 11. To re-elect Mr M D Wright as a director | 745,437,947 | 65.79 | 387,607,483 | 34.21 | 116,546 |
| 12. To appoint KPMG LLP as auditor of the Company | 1,074,795,016 | 94.85 | 58,305,206 | 5.15 | 61,854 |
| 13. To authorise the directors to determine the remuneration of the auditors | 1,132,397,109 | 99.94 | 713,368 | 0.06 | 51,500 |
| 14. To authorise the Directors to allot shares in the Company | 1,131,123,031 | 99.83 | 1,967,113 | 0.17 | 71,833 |
| 15. To authorise the directors to call a general meeting on not less than 14 clear days’ notice | 1,127,080,286 | 99.47 | 5,997,059 | 0.53 | 84,632 |
| 16. To authorise the Directors to dis-apply pre-emption rights when allotting shares in connection with an acquisition or specified capital investment | 1,132,950,780 | 99.99 | 139,364 | 0.01 | 71,833 |
| 17. To authorise the Directors to dis-apply pre-emption rights when allotting shares in connection with an acquisition or specific capital investment which is announced contemporaneously with, or has taken place in the preceding six months | 1,132,690,349 | 99.97 | 383,017 | 0.03 | 88,611 |
| 18. To authorise the Company to make market purchases of its shares | 1,132,782,870 | 99.97 | 337,628 | 0.03 | 41,479 |
All resolutions were passed. Resolutions 15 to 18 were passed as special resolutions.
Despite all resolutions having passed, the Board notes the number of votes recorded not in favour of resolutions 2, 3, 4 and 11. The Company will continue to consult with shareholders who did not vote in favour of these resolutions and will provide an update within six months as required by the UK Corporate Governance Code.
In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The results will also be made available on the Company’s website at www.pendragonplc.com
Richard Maloney
COMPANY SECRETARY
21 MAY 2020
Enquiries: Headland Howard Lee Tel: 0203 805 4822 Henry Wallers
PDG.L (PDG)