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