Company Announcements

Result of AGM

Source: RNS
RNS Number : 6432N
Intertek Group PLC
21 May 2020
 

21 May 2020, London

 

 

Intertek Group plc - Summary of Annual General Meeting

 

The Annual General Meeting of Intertek Group plc was held earlier today. All resolutions were passed by the requisite majority on a poll.

 

The results of the voting on a poll are below:

 



VOTES

FOR

% VOTES CAST FOR1

VOTES AGAINST

% VOTES CAST AGAINST1

TOTAL VOTES VALIDLY CAST2

% ISSUED SHARE CAPITAL3

VOTES WITHHELD2

1.   

To receive the Annual Report and Accounts for the year ended 31 December 2019.

141,946,610

100.00%

0

0.00%

141,946,610

87.95

1,062,139

2.   

To approve the Directors' Remuneration Policy.

79,910,934

57.10%

60,031,344

42.90%

139,942,278

86.71

3,063,796

3.   

To approve the Directors' Remuneration Report.

139,816,488

97.79%

3,158,747

2.21%

142,975,235

88.59

34,041

4.   

To approve the payment of a final dividend of 71.6p per ordinary share.

142,967,724

100.00%

6,655

0.00%

142,974,379

88.59

33,234

5.   

To re-elect Sir David Reid as a Director.

140,978,459

98.65%

1,932,742

1.35%

142,911,201

88.55

96,916

6.   

To re-elect André Lacroix as a Director.

142,909,161

99.99%

15,947

0.01%

142,925,108

88.56

81,790

7.   

To re-elect Ross McCluskey as a Director.

142,487,182

99.66%

486,528

0.34%

142,973,710

88.59

34,407

8.   

To re-elect Graham Allan as a Director.

131,135,379

91.72%

11,838,331

8.28%

142,973,710

88.59

34,407

9.   

To re-elect Gurnek Bains as a Director.

131,183,157

91.75%

11,790,553

8.25%

142,973,710

88.59

34,407

10. 

To re-elect Dame Louise Makin as a Director.

142,770,648

99.86%

203,062

0.14%

142,973,710

88.59

34,407

11. 

To re-elect Andrew Martin as a Director.

131,152,658

91.73%

11,821,052

8.27%

142,973,710

88.59

34,407

12. 

To re-elect Gill Rider as a Director.

131,048,622

91.66%

11,925,128

8.34%

142,973,750

88.59

34,367

13. 

To re-elect Jean-Michel Valette as a Director.

141,657,826

99.08%

1,314,665

0.92%

142,972,491

88.59

34,407

14. 

To re-elect Lena Wilson as a Director.

142,621,681

99.75%

352,029

0.25%

142,973,710

88.59

34,407

15. 

To reappoint PricewaterhouseCoopers LLP as Auditor of the Company.

142,961,701

100.00%

6,224

0.00%

142,967,925

88.58

40,192

16. 

To authorise the Audit Committee to determine the remuneration of the Auditor.

142,966,819

100.00%

1,219

0.00%

142,968,038

88.58

40,079

17. 

To authorise the Directors to allot Relevant Securities.

129,425,801

90.52%

13,548,527

9.48%

142,974,328

88.59

33,789

18. 

To authorise EU political donations and expenditure.

137,615,376

96.25%

5,357,717

3.75%

142,973,093

88.59

33,772

19. 

To approve the rules of the Intertek Group plc 2021 Long Term Incentive Plan.

141,035,552

98.64%

1,940,303

1.36%

142,975,855

88.59

34,640

20. 

To disapply pre-emption rights.

137,290,231

96.12%

5,545,527

3.88%

142,835,758

88.50

169,477

21. 

To disapply pre-emption rights in relation to an acquisition or capital investment.

139,594,980

97.73%

3,239,917

2.27%

142,834,897

88.50

170,338

22. 

To authorise the Company to buy back its own shares.

142,223,538

99.48%

742,593

0.52%

142,966,131

88.58

41,986

23. 

To authorise the Company to hold general meetings (other than AGMs) on 14 clear days' notice.

131,423,409

91.92%

11,548,664

8.08%

142,972,073

88.59

33,234

 

All resolutions were duly passed, and we would like to take this opportunity to thank our shareholders for their ongoing support. In relation to Resolution 2, the Board welcomes the majority support for our new Directors' Remuneration Policy but acknowledges that there were a significant number of votes opposing the resolution. 

 

In 2019, we had put our remuneration policy to vote and received just under 98% votes in favour of the policy. However, we had also received feedback from some of our major shareholders regarding the criteria we were using for our Long Term Incentive Plan (LTIP). Therefore, after extensive consultation with our major shareholders, we proposed changes to the performance criteria this year. Our revised Remuneration Policy which we put forward as Resolution 2 was only changed from the prior approved policy with respect to these new LTIP performance criteria. In our consultations with our major shareholders we had received complete support to these changes.

 

We plan to engage with shareholders and discuss their concerns in the coming months. We will publish an update on that engagement within six months of the AGM.

 

Notes:

1.   The percentages above are rounded to two decimal places.

2.   A vote withheld is not a vote under English law and is not counted in the calculation of votes "for" and "against" a resolution.

3.   The number of ordinary shares in issue at 6.30 p.m. on 19 May 2020 was 161,393,127 of which the Total Voting Rights figure was 161,393,127.

4.   In accordance with the requirements of Listing Rule 9.6.2, Intertek Group plc has submitted to the National Storage Mechanism a copy of the resolutions (other than those relating to ordinary business) passed at the Annual General Meeting of Intertek Group plc held today. These will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

-ends-

 

Contact:

Fiona Evans, Group Company Secretary - Telephone: +44 (0) 20 7396 3400

fiona.evans@intertek.com


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