TIDMFLTR

RNS Number : 7477J

Flutter Entertainment PLC

28 April 2022

28 April 2022

Flutter Entertainment plc (the "Company")

Results of Annual General Meeting 2022

The Company announces that the following resolutions were approved at its Annual General Meeting ("AGM") held on Thursday, 28 April 2022.

All resolutions as set out in the Notice of Meeting were duly passed on a poll.

The number of votes for and against each of the resolutions put before the meeting and the number of votes withheld were as follows:

 
 Resolutions                            Votes For(1)           Votes Against        Total votes(2)   Votes Withheld(3) 
                                       No. of        %     No. of shares     %      No. of shares      No. of shares 
                                        shares 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 1. Following a review of the 
  Company's 
  affairs, to receive and consider 
  the 
  Company's Financial Statements 
  for 
  the year ended 31 December 2021 
  and 
  the reports of the Directors and 
  External 
  Auditor thereon                    122,789,148   99.98      21,562        0.02     122,854,091          43,381 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 2. To receive and consider the 
  Remuneration 
  Committee Chair's Statement and 
  the 
  Annual Report on Remuneration 
  for 
  the year ended 31 December 
  2021(4)                            76,077,899    67.55    36,541,611     32.455    122,854,091        10,234,581 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 3(a). The election of Nancy Dubuc 
  as a Director                      121,537,843   98.93     1,311,230      1.07     122,854,091           5,018 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 3(b). The election of Holly 
  Keller 
  Koeppel as a Director              120,776,882   98.31     2,073,087      1.69     122,854,091           4,122 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 3(c). The election of Atif Rafiq 
  as 
  a Director                         122,666,262   99.85      183,593       0.15     122,854,091           4,236 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 4(a). Re-election of Zillah 
  Byng-Thorne 
  as a Director                      93,442,061    83.17    18,914,102     16.83     122,854,091        10,497,928 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 4(b). Re-election of Nancy 
  Cruickshank 
  as a Director                      121,658,818   99.03     1,190,255      0.97     122,854,091           5,018 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 4(c). Re-election of Richard 
  Flint 
  as a Director                      118,184,630   96.20     4,664,539      3.80     122,854,091           4,922 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 4(d). Re-election of Andrew 
  Higginson 
  as a Director                      104,368,072   92.67     8,249,462      7.33     122,854,091        10,236,557 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 4(e). Re-election of Jonathan 
  Hill 
  as a Director                      121,917,458   99.84      200,795       0.16     122,854,091          735,838 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 4(f). Re-election of Alfred F. 
  Hurley 
  Jr. as a Director                  121,135,555   98.61     1,713,596      1.39     122,854,091           4,940 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 4(g). Re-election of Peter 
  Jackson 
  as a Director                      122,678,050   99.86      171,729       0.14     122,854,091           4,312 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 4(h). Re-election of David 
  Lazzarato 
  as a Director                      122,268,236   99.53      580,731       0.47     122,854,091           5,124 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 4(i). Re-election of Gary McGann 
  as 
  a Director                         119,904,339   97.60     2,945,516      2.40     122,854,091           4,236 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 4(j). Re-election of Mary Turner 
  as 
  a Director                         122,134,280   99.42      714,871       0.58     122,854,091           4,940 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 5. Authority to the Directors to 
  set 
  the remuneration of the External 
  Auditor                            121,006,161   98.50     1,845,341      1.50     122,854,091           2,589 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 6. Authority to call 
  extraordinary 
  general meetings on 14 clear 
  days' 
  notice *                           118,668,363   96.60     4,182,714      3.40     122,854,091           3,014 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 7. Authority to allot shares        119,667,605   97.41     3,184,403      2.59     122,854,091           2,083 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 8A. Dis-application of 
  pre-emption 
  rights*                            121,547,615   99.96      46,669        0.04     122,854,091         1,259,807 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 8B. Dis-application of 
  pre-emption 
  rights in connection with an 
  acquisition 
  or specified capital investment*   121,208,329   99.68      387,206       0.32     122,854,091         1,258,556 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 9. Authority to purchase own 
  shares*                            122,432,065   99.67      410,310       0.33     122,854,091          11,716 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 10. Authority to reissue Treasury 
  Shares*                            122,815,442   99.98      25,857        0.02     122,854,091          12,792 
                                    ------------  ------  --------------  -------  ---------------  ------------------ 
 

* Denotes Special Resolutions

NOTES:

(1) Votes "For" and "Against" are expressed as a percentage of votes received. The "For" votes include those giving the Chair discretion.

(2) The total number of ordinary shares in issue on Thursday, 28 April 2022 was 175,779,932. The Company does not currently hold any ordinary shares as Treasury Shares.

(3) A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.

(4) The Board notes that, although Resolution 2 was passed with the necessary majority, 32.45% of votes received were against the resolution. In advance of the AGM, the Remuneration Committee met extensively with our major shareholders to discuss the approach to remuneration. While shareholder feedback to the consultation was positive and shareholders have voted in favour of Resolution 2, we understand that a minority of shareholders had concerns with the level of base salary increases awarded, and were unable to vote in favour of Resolution 2 on this basis. As disclosed in our Annual Report, in presenting our Directors' Remuneration Report for 2021, the Remuneration Committee considered that increased base salary levels for our CEO and CFO were necessary to ensure that our Executive Director total remuneration packages are representative of Flutter's business context, and remain competitive in both the current UK market and the wider US and international digital markets in which we now operate. The Remuneration Committee and the Board continue to believe that these measures were appropriate and in the best interests of the Company. Following the AGM, the Company will continue to engage with shareholders to fully understand their concerns in relation to Executive Director remuneration and will take the full range of feedback received into account when determining our new Remuneration Policy and preparing our Remuneration Report for the financial year ending 31 December 2022, as required by the Irish Companies Act. In addition, in accordance with the provisions of the 2018 UK Corporate Governance Code, the Company will provide an update on the views received from shareholders and actions taken no later than six months after the AGM.

(5) The voting results in relation to Resolution 2 reflect the proxy votes received by the Company in advance of the AGM as well as those votes cast in person at the meeting. Following the deadline for receipt of proxy votes of 11.00am (Irish time) on Tuesday 26 April 2022, the Company became aware that the voting instructions of certain institutional investors in relation to Resolution 2 as advised to the Company were not reflected in the proxy votes received by the Company. If these instructions had been reflected in the proxy votes received by the Company, the vote in favour of Resolution 2 would have been significantly above 70%. This does not have any effect on the validity of the adoption of Resolution 2 nor on any other resolution passed at the AGM. The Company has no reason to believe that any other voting instructions were similarly affected.

(6) The total number of votes cast at the AGM (i.e. For, Against and Withheld) was 122,854,091 ordinary shares representing a 69.89% turnout.

As announced on 22 February 2022, having served 9 years on the Board, Michael Cawley decided not to seek re-election at the AGM and stepped down from the Board at the conclusion of the meeting.

The full text of the resolutions can be found in the Notice of AGM, which is available for inspection at the UK's National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism , and at Euronext Dublin (see below) and on the Company's website at www.flutter.com/investors/shareholder-centre/agm .

A copy of the resolutions passed under special business (as defined by the listing rules of the UK Listing Authority) will shortly be submitted to the UK's National Storage Mechanism for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and forwarded to Euronext Dublin and available for inspection at:

Company Announcements Office

Euronext Dublin

The Exchange Buildings

Foster Place

D02 E796

Edward Traynor

Company Secretary

Flutter Entertainment plc

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April 28, 2022 11:00 ET (15:00 GMT)

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