26 Jun 2014 13:30
26 June 2014
JD SPORTS FASHION PLC ("Company")
ANNUAL GENERAL MEETING 2014 - VOTING RESULTS AND SHARE SUBDIVISION
At the Annual General Meeting of the Company held on 26 June 2014 at Hollinsbrook Way, Pilsworth, Bury, Lancashire BL9 8RR at 1pm, all resolutions were passed on a show of hands.
The following is a summary of the Forms of Proxy appointing the Chairman of the Annual General Meeting as proxy:
No. | Resolution | Votes for* | Votes for* % | Votes against | Votes against % | Votes withheld** |
1 | To receive the report & accounts | 39,437,748 | 100.00 | 0 | 0.00 | 480 |
2 | To approve the directors' remuneration report | 33,849,462 | 86.39 | 5,333,955 | 13.61 | 254,811 |
3 | To approve the directors' remuneration policy statement | 37,657,370 | 95.48 | 1,780,858 | 4.52 | 0 |
4 | To declare a final dividend | 39,438,228 | 100.00 | 0 | 0.00 | 0 |
5 | To re-elect Peter Cowgill as a director | 37,730,915 | 96.47 | 1,380,596 | 3.53 | 326,717 |
6 | To re-elect Barry Bown as a director*** | - | - | - | - | - |
7 | To re-elect Brian Small as a director | 39,427,448 | 99.97 | 10,680 | 0.03 | 100 |
8 | To re-elect Andrew Leslie as a director | 38,962,265 | 98.79 | 475,398 | 1.21 | 565 |
9 | To elect Martin Davies as a director | 39,434,359 | 99.99 | 3,304 | 0.01 | 565 |
10 | To appoint KPMG LLP as auditors | 39,008,460 | 99.16 | 330,020 | 0.84 | 99,748 |
11 | To authorise the directors to fix the auditors remuneration | 39,111,411 | 99.17 | 326,717 | 0.83 | 100 |
12 | To approve the JD Sports Fashion PLC Long Term Incentive Plan | 37,997,638 | 96.35 | 1,440,590 | 3.65 | 0 |
13 | To sub-divide the ordinary shares | 39,437,863 | 100.00 | 365 | 0.00 | 0 |
14 | To authorise political donations | 39,384,759 | 99.86 | 53,469 | 0.14 | 0 |
15 | To authorise the purchase of own shares by the Company^ | 39,433,528 | 99.99 | 4,600 | 0.01 | 100 |
16 | To authorise the calling of general meetings on not less than 14 days' notice^ | 39,245,578 | 99.51 | 192,550 | 0.49 | 100 |
* Includes those votes giving the Chairman discretion
** A 'vote withheld' is not a vote in law and is not counted in the votes 'For' and 'Against' a resolution
*** Resolution withdrawn following Mr Bown stepping down from the Board on 30 May 2014
^ Special resolution
Total issued ordinary share capital as at 24 June 2014: 48,661,658.
Number of shares represented by proxy: 39,438,228 (81.05%)
In accordance with Listing Rule 9.6.2, a copy of the resolutions passed as special business have been submitted to the National Storage Mechanism and will shortly be available for inspection at http://hemscott.com/nsm.do.
SHARE SUBDIVISION
As outlined in the Notice of Annual General Meeting posted to shareholders on 23 May 2014 ("AGM Notice") and following the passing of Resolution 13 at today's Annual General Meeting, it is expected that the Share Subdivision will become effective on 30 June 2014 (the "Effective Date"). On that date, the Official List of the UKLA will be amended and each of the Company's ordinary shares of 5.0 pence each will be subdivided into four ordinary shares of 1.25 pence each ("New Ordinary Shares").
New share certificates in respect of each shareholder's holding of New Ordinary Shares will be sent to the holders of certificated shares as soon as practicable after the Effective Date. Shareholders who hold their shares in uncertificated form will have their CREST accounts credited on the Effective Date.
The New Ordinary Shares have the ISIN code: GB00BMNQZP86.
Capitalised terms used in this announcement and not otherwise defined have the meanings given to them in the AGM Notice.
Jane Brisley
Company Secretary
JD Sports (JD.)