TIDMRSW

RNS Number : 1062V

Renishaw PLC

29 November 2023

Renishaw plc (the "Company")

Results of Annual General Meeting 2023

All resolutions proposed at the Annual General Meeting ("AGM") held on 29 November 2023 were duly passed on a poll. Resolutions 1 to 15 were passed as ordinary resolutions and resolution 16 was passed as a special resolution. The result of the poll is as follows:

 
          Resolution              Votes        %     Votes Against     %       Votes        % of         Votes 
                                    For                                         Total       ISC(1)     Withheld(2) 
                                                                                            Voted 
                                                                                             Excl 
                                                                                           Withheld 
 1. Receive the Annual 
  Report 2023                   61,646,484   98.41         998,952    1.59   62,645,436      86.06%      1,252,069 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 2. Approve the Remuneration 
  Policy                        61,006,328   95.50       2,875,973    4.50   63,882,301      87.76%         15,204 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 3. Approve the Remuneration 
  Report                        61,923,884   97.05       1,879,562    2.95   63,803,446      87.66%         94,059 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 4. Declare a final 
  dividend                      63,889,934   99.99           4,182    0.01   63,894,116      87.78%          3,389 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 5. Re-elect David 
  McMurtry as a director        43,723,560   68.74      19,887,835   31.26   63,611,395      87.39%        286,110 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 6. Re-elect John 
  Deer as a director            45,497,182   71.52      18,114,153   28.48   63,611,335      87.39%        286,170 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 7. Re-elect Will 
  Lee as a director             63,674,597   99.89          70,955    0.11   63,745,552      87.58%        151,953 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 8. Re-elect Allen 
  Roberts as a director         63,259,563   99.25         479,551    0.75   63,739,114      87.57%        158,391 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 9. Re-elect Catherine 
  Glickman as a director        61,947,650   97.19       1,790,230    2.81   63,737,880      87.57%        159,625 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 10. Re-elect David 
  Grant as a director           61,087,343   95.84       2,650,879    4.16   63,738,222      87.57%        159,283 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 11. Re-elect Juliette 
  Stacey as a director          63,159,277   99.09         580,845    0.91   63,740,122      87.57%        157,383 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 12. Re-elect Stephen 
  Wilson as a director          63,438,643   99.53         299,579    0.47   63,738,222      87.57%        159,283 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 13. Elect Karen Holford 
  as a director                 63,736,636   99.99           3,486    0.01   63,740,122      87.57%        157,383 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 14. Re-appoint Ernst 
  & Young LLP as auditors       63,451,645   99.31         440,984    0.69   63,892,629      87.78%          4,876 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 15. Authorise the 
  Audit Committee to 
  determine the auditors' 
  remuneration                  63,883,429   99.99           8,438    0.01   63,891,867      87.78%          5,638 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 16. Authorise the 
  Company to purchase 
  its own shares(3)             63,442,863   99.30         444,254    0.70   63,887,117      87.77%         10,388 
                               -----------  ------  --------------  ------  -----------  ----------  ------------- 
 

(1) Issued Share Capital.

(2) A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

(3) Special resolution requiring 75% majority.

 
 Votes of independent shareholders on the resolutions concerning 
  the election or re-election of the independent Non-executive Directors 
-------------------------------------------------------------------------------------------------- 
 10. Re-elect Catherine 
  Glickman as a director    23,494,391   92.92   1,790,230    7.08   25,284,621   73.64%   159,625 
                           -----------  ------  ----------  ------  -----------  -------  -------- 
 11. Re-elect David 
  Grant as a director       22,634,084   89.52   2,650,879   10.48   25,284,963   73.64%   159,283 
                           -----------  ------  ----------  ------  -----------  -------  -------- 
 12. Re-elect Juliette 
  Stacey as a director      24,706,018   97.70     580,845    2.30   25,286,863   73.65%   157,383 
                           -----------  ------  ----------  ------  -----------  -------  -------- 
 13. Re-elect Stephen 
  Wilson as a director      24,985,384   98.82     299,579    1.18   25,284,963   73.64%   159,283 
                           -----------  ------  ----------  ------  -----------  -------  -------- 
 14. Elect Karen Holford 
  as a director             25,283,377   99.99       3,486    0.01   25,286,863   73.65%   157,383 
                           -----------  ------  ----------  ------  -----------  -------  -------- 
 

In accordance with Listing Rule 9.2.2E, resolutions 10 to 14 inclusive were approved by: (a) the shareholders of the Company; and (b) the independent shareholders of the Company.

The total voting rights of the Company on the day on which shareholders had to be on the register in order to be eligible to vote was 72,788,543.

In accordance with Listing Rule 9.6.2R, a copy of resolution 16, which was passed as a special resolution, has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The Board is pleased that the majority of resolutions were passed with a high level of support from shareholders. The Board has considered the votes against resolutions 5, the re-election of Sir David McMurtry (31.26%) and 6, the re-election of John Deer (28.48%) (together, the "Founders").

To better understand the reasoning behind the votes against, meetings have been held with those shareholders wishing to discuss aspects of corporate governance in the run up to the AGM. The main matters of concern continue to be the absence of a relationship agreement between the Founders and the Company, succession planning and Board diversity.

In respect of succession planning and the composition of the Board, the Nomination Committee continues to monitor, and is supportive of, the current structure of the Board believing that it provides the Company with access to significant strategic vision, commercial experience, and operational and international expertise. The Board keeps its skills and experience under review and a succession planning exercise for both Board and key operational roles has recently taken place to encourage a diverse pipeline of talent for senior managerial roles. Further, and as previously announced, the Board has appointed Professor Karen Holford, Independent Non-executive Director, taking the number of independent Non-executive Directors to five, and increasing the gender diversity of the Board.

As indicated in the previous six months update statement released on 16 May 2023, the Board will continue to consult with its shareholders on these matters. An update statement will be released within six months.

Renishaw plc

29 November 2023

 
 Registered office:    New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR 
 Registered number:    01106260, England and Wales 
 Contact name:         Karen Atterbury 
 Contact telephone:    01453 524524 
 

www.renishaw.com

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END

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November 29, 2023 09:47 ET (14:47 GMT)

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