Company Announcements

Result of AGM

Source: RNS
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 For1

Votes Against

Total votes2

Votes Withheld3


No. of shares

%

No. of shares

%

No. of shares

No. of 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 20214

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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