28 May 2020

Bodycote plc - Resolutions passed at the Annual General Meeting

Bodycote plc announces that all resolutions proposed at its Annual General Meeting held at 12 pm on 28 May 2020 were passed on a show of hands.

Details of proxy voting instructions, lodged prior to the Meeting are set out below:

Resolution For
(number of votes)
Discretion
(number of votes)
Against
(number of votes)
Abstention
(number of votes)

Ordinary Resolutions
1. To receive the annual report 159,934,020 45,154 466,253 1,473,395

Re-election of directors
2. To re-elect Mrs A.C. Quinn 160,327,221 48,048 220,064 1,323,489
3. To re-elect Mr. S.C. Harris 161,661,161 45,154 208,437 4,071
4. To re-elect Ms E. Lindqvist 159,488,969 48,048 2,380,565 1,241
5. To re-elect Mr. I.B. Duncan 157,228,385 45,154 4,643,592 1,691
6. To re-elect Mr. D. Yates 161,585,735 45,154 286,693 1,241
7. To re-elect Mr. P. Larmon 161,668,312 45,154 204,116 1,241
8. To re-elect Ms. L. Chahbazi 161,662,038 45,154 209,940 1,691
9. To re-appoint the auditors 161,870,278 45,154 3,214 177
10. To authorise the directors to fix auditor’s
      remuneration
161,866,030 48,048 4,745 0
11. To approve the report on remuneration 120,101,853 48,498 41,753,660 14,812

Special resolutions
12. To renew authority to allot shares 161,029,049 48,048 839,566 2,160
13. To renew authority for disapplication of pre-
       emption rights in respect of 5% of issued share
       capital
161,840,263 48,048 23,631 6,881
14. To renew authority for disapplication of pre-
      emption rights for an additional 5% of issued share
      capital
160,039,610 48,048 1,829,004 2,160
15. To renew authority to buy own shares 159,925,655 48,048 1,922,956 22,163
16. To authorise general meetings 14 days’ notice 158,876,729 45,454 2,989,948 6,692
17. Dividend waivers 161,537,177 45,523 18,629 317,494

The number of ordinary shares in issue on 28 May 2020 was 191,456,172.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

All resolutions presented to shareholders at today’s Annual General Meeting were passed with a majority of votes.  However, the Board recognises that some shareholders opposed resolution 11 (the approval of the directors’ annual report on remuneration).  While the Board is pleased that resolution 11 has received shareholder approval, it also acknowledges the views of the shareholders who opposed the resolution.  The principal concern being in respect of the CEO’s 2020 salary increase.  We contacted our major shareholders before the Annual General Meeting to offer to discuss their views on this matter.  We will continue to engage with our shareholders to ensure views are fully understood and report back within six months.

A copy of the Resolutions passed as Special Business at the Annual General Meeting is being submitted to the UK Listing Authority and will shortly be available for inspection at the FCA Electronic Submission System, which is situated at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

U. Ball, Group Company Secretary, Bodycote plc

Tel:  +44 (0)1625 505300

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