15 May 2019
Vesuvius plc - Result of Annual General Meeting 2019 ("AGM")
Vesuvius plc ("the Company") confirms that, at its AGM held today, each of the resolutions set out in the Notice of Meeting to Shareholders dated 26 March 2019 were passed by the Shareholders. A poll was conducted on each resolution at the meeting and the results, certified by the scrutineer Equiniti Limited, were as follows:
|
|
RESOLUTIONS |
FOR |
AGAINST |
TOTAL |
|
|||
|
|
|
No. of votes cast1 |
% of votes cast |
No. of votes cast |
% of votes cast |
No. of votes cast3 |
% of Issued Share Capital2 |
Votes withheld3 |
|
1 |
Receipt of Annual Report and Accounts |
234,680,955 |
100.00% |
0 |
0.00% |
234,680,955 |
86.53% |
247,118 |
|
2 |
Declaration of Final Dividend |
234,927,494 |
100.00% |
0 |
0.00% |
234,927,494 |
86.62% |
579 |
|
3 |
Approval of Directors' Remuneration Report |
180,165,253 |
76.91% |
54,091,750 |
23.09% |
234,257,003 |
86.37% |
671,069 |
|
4 |
Re-election of Patrick André |
232,853,604 |
99.18% |
1,925,453 |
0.82% |
234,779,057 |
86.57% |
149,016 |
|
5 |
Re-election of Christer Gardell |
231,207,831 |
98.48% |
3,568,124 |
1.52% |
234,775,955 |
86.56% |
152,118 |
|
6 |
Re-election of Hock Goh |
231,960,381 |
98.80% |
2,818,676 |
1.20% |
234,779,057 |
86.57% |
149,016 |
|
7 |
Re-election of Jane Hinkley |
233,840,628 |
99.60% |
937,813 |
0.40% |
234,778,441 |
86.57% |
149,632 |
|
8 |
Re-election of Douglas Hurt |
233,841,265 |
99.60% |
934,690 |
0.40% |
234,775,955 |
86.56% |
152,118 |
|
9 |
Re-election of Holly Koeppel |
195,483,587 |
83.26% |
39,292,953 |
16.74% |
234,776,540 |
86.57% |
151,532 |
|
10 |
Re-election of John McDonough CBE |
229,423,818 |
97.73% |
5,320,649 |
2.27% |
234,744,467 |
86.55% |
183,605 |
|
11 |
Re-election of Guy Young |
232,098,723 |
98.86% |
2,680,334 |
1.14% |
234,779,057 |
86.57% |
149,016 |
|
12 |
Reappointment of Auditor |
234,910,957 |
99.99% |
14,996 |
0.01% |
234,925,953 |
86.62% |
2,120 |
|
13 |
Remuneration of Auditor |
234,913,819 |
100.00% |
11,308 |
0.00% |
234,925,127 |
86.62% |
2,946 |
|
14 |
Authority to incur political expenditure |
234,456,225 |
99.87% |
315,560 |
0.13% |
234,771,785 |
86.56% |
156,288 |
|
15 |
Authority to allot shares |
232,883,967 |
99.20% |
1,881,324 |
0.80% |
234,765,291 |
86.56% |
162,782 |
|
16 |
Special Resolution: Authority to dis-apply pre-emption Rights |
234,813,995 |
99.91% |
206,948 |
0.09% |
235,020,943 |
86.66% |
5,938 |
|
17 |
Special Resolution: Additional authority to disapply pre-emption rights only in connection with an acquisition or specified investment |
232,233,981 |
98.86% |
2,687,953 |
1.14% |
234,921,934 |
86.62% |
6,138 |
|
18 |
Special Resolution: Authority to purchase own shares |
233,863,436 |
99.71% |
685,163 |
0.29% |
234,548,599 |
86.48% |
379,473 |
|
19 |
Special Resolution: Authority to call a general meeting on 14 clear days' notice |
227,762,184 |
96.95% |
7,160,076 |
3.05% |
234,922,260 |
86.62% |
5,813 |
Notes:
1. Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.
2. The total number of shares in issue is 278,485,071 of which 7,271,174 shares are held as Treasury shares. Therefore, the total number of voting rights in the Company is 271,213,897.
3. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
4. All percentages are shown to two decimal places.
This information will also shortly be available to view on the Company's website at: www.vesuvius.com.
As there were no resolutions passed at the AGM other than resolutions concerning ordinary business, no copies of resolutions have been submitted to the National Storage Mechanism in accordance with Listing Rule 9.6.2.
Approval of Directors' Remuneration Report
The Board notes that resolution 3, the approval of the Directors' Remuneration Report, was passed with the requisite majority of votes from shareholders, but acknowledges that 23% of votes were cast against the resolution. The Remuneration Committee will further analyse the voting outcome and will continue to engage with major shareholders to more fully understand their perspectives, as appropriate. We thank those shareholders with whom we have already spoken for explaining their reasons for voting against the resolution. The Remuneration Committee is committed to continuing dialogue with shareholders.
For further information, please contact:
|
Henry Knowles, General Counsel and Company Secretary |
+44 (0) 20 7822 0000 |
|
Virginia Skroski, Investor Relations Manager |
+44 (0) 20 7822 0016 |
About Vesuvius plc
Vesuvius is a global leader in molten metal flow engineering and technology, serving process industries operating in challenging high-temperature conditions.
We develop innovative and customised solutions, often used in extremely demanding industrial environments, which enable our customers to improve their manufacturing processes, enhance product quality and reduce energy consumption. These include flow control solutions, advanced refractories and other consumable products and increasingly, related technical services including data capture.
We have a worldwide presence. We serve our customers through a network of low-cost manufacturing plants located close to their own facilities, and embed our industry experts within their operations, who are all supported by our global technology centres.
Our core competitive strengths are our market and technology leadership, strong customer relationships, well established presence in developing markets and our global reach, all of which facilitate the expansion of our addressable markets.
Our ultimate goal is to create value for our customers, and to deliver sustainable, profitable growth for our shareholders giving a superior return on their investment whilst providing each of our employees with a safe workplace where he or she is recognised, developed and properly rewarded.
Vesuvius plc, 165 Fleet Street, London EC4A 2AE
Registered in England and Wales No. 8217766
LEI: 213800ORZ521W585SY02
www.vesuvius.com
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