25 September 2025
Results of the 2025 Annual General Meeting
Babcock International Group PLC ("Babcock" or the "Company") confirms that shareholders duly passed all resolutions proposed at its Annual General Meeting on 25 September 2025 (the "AGM"). Each resolution was put to a poll.
In accordance with Listing Rule 9.6.2, Babcock will submit a copy of all resolutions passed, other than ordinary business, to the Financial Conduct Authority. Shareholders can access the resolutions at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The AGM Voting Results are as follows:
|
Resolution |
Total Votes For |
% |
Total Votes Against |
% |
Total Votes Cast |
Votes Withheld |
|
|
1. |
To receive the audited financial statements |
346,125,299 |
99.99 |
20,109 |
0.01 |
346,145,408 |
703,646 |
|
2. |
To approve Directors' remuneration policy |
231,644,685 |
67.65 |
110,755,325 |
32.35 |
342,400,010 |
4,449,044 |
|
3. |
To approve Directors' remuneration report |
341,354,485 |
98.43 |
5,441,821 |
1.57 |
346,796,306 |
52,748 |
|
4. |
To declare the final dividend |
346,492,986 |
99.91 |
321,680 |
0.09 |
346,814,666 |
34,388 |
|
5. |
To reappoint Dame Ruth Cairnie DBE |
322,764,560 |
93.07 |
24,039,647 |
6.93 |
346,804,207 |
44,846 |
|
6. |
To reappoint Carl- Peter Forster |
321,372,575 |
92.67 |
25,430,723 |
7.33 |
346,803,298 |
45,756 |
|
7. |
To reappoint The Right Honourable The Lord Parker of Minsmere, GCVO, KCB |
342,818,388 |
98.85 |
3,983,239 |
1.15 |
346,801,627 |
47,426 |
|
8. |
To reappoint John Ramsay |
329,062,858 |
94.88 |
17,739,255 |
5.12 |
346,802,113 |
46,941 |
|
9. |
To reappoint Jane Moriarty |
330,568,775 |
95.32 |
16,235,678 |
4.68 |
346,804,453 |
44,601 |
|
10. |
To reappoint Sir Kevin Smith CBE |
341,895,127 |
98.58 |
4,909,700 |
1.42 |
346,804,827 |
44,226 |
|
11. |
To reappoint Dr Claudia Natanson MBE |
341,578,785 |
98.50 |
5,218,897 |
1.50 |
346,797,682 |
51,371 |
|
12. |
To reappoint David Lockwood OBE |
346,746,522 |
99.98 |
65,972 |
0.02 |
346,812,494 |
36,560 |
|
13. |
To reappoint David Mellors |
344,338,542 |
99.29 |
2,464,144 |
0.71 |
346,802,686 |
46,368 |
|
14. |
To reappoint Forvis Mazars LLP as independent auditor |
346,709,552 |
99.97 |
92,029 |
0.03 |
346,801,581 |
47,473 |
|
15. |
To authorise the Audit Committee to set the remuneration of the auditor |
346,733,801 |
99.98 |
76,115 |
0.02 |
346,809,916 |
39,138 |
|
16. |
To give limited political donations |
339,080,044 |
97.77 |
7,724,924 |
2.23 |
346,804,968 |
44,086 |
|
17. |
To authorise the Directors to allot shares |
341,811,584 |
98.56 |
4,982,073 |
1.44 |
346,793,657 |
52,042 |
|
18. |
To amend Babcock's Performance Share Plan |
230,619,696 |
67.36 |
111,751,235 |
32.64 |
342,370,931 |
4,474,768 |
|
19. |
To disapply pre- emption rights |
309,274,062 |
89.18 |
37,520,274 |
10.82 |
346,794,336 |
54,718 |
|
20. |
To authorise the purchase by Babcock of its own shares |
344,559,753 |
99.68 |
1,090,547 |
0.32 |
345,650,300 |
1,196,754 |
|
21. |
To give notice of General Meetings |
341,965,730 |
98.60 |
4,841,568 |
1.40 |
346,807,298 |
41,756 |
|
|
Babcock's |
Babcock's |
|
|
Issued voting share capital |
2025 AGM
502,552,576 |
2024 AGM
505,596,597 |
|
|
Total votes cast and votes withheld as a % of issued share capital |
69.02% |
75.20% |
|
Following the completion of the counting of the votes, Babcock thanks its shareholders for their support of all the resolutions proposed and is grateful that shareholders passed all resolutions with the requisite majority of votes.
Resolution 2 (to approve certain changes to Babcock's remuneration policy (the "Policy") and resolution 18 (to amend the rules of the Performance Share Plan ("PSP") to implement Babcock's new remuneration policy) (the "Resolutions") were both ordinary resolutions requiring approval of at least 50% of those shareholders that voted. They received 67.65% and 67.36% respectively.
However, at this time, following further consideration, the Committee decided with the support of the Board and the Executive Directors to make the FY26 bonus and PSP awards in line with the policy as the Committee applied it in FY25. This means that the bonus opportunity will be 150% of salary (with 40% of any bonus earned to be deferred on a mandatory basis for three years) and a PSP award opportunity of 250% of salary for the CEO and 200% of salary for the CFO. The TSR kicker will not apply to the FY26 PSP award.
For future years, the Committee will consult with shareholders prior to making any decision to implement the changes under the new policy.
Jack Borrett
Company Secretary
Babcock International Group PLC
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
