SPIRENT COMMUNICATIONS PLC
RESULTS OF 2024 ANNUAL GENERAL MEETING
London, UK - 1 May 2024 : Spirent Communications plc ("the Company") (LSE: SPT), the leading provider of automated test and assurance solutions for next-generation devices and networks, announces that, at the 2024 Annual General Meeting ("2024 AGM") of the Company held earlier today all resolutions as set out in the Notice of 2024 AGM dated 27 March 2024 were duly passed by shareholders on a poll.
The results of the poll are set out below and will shortly also be placed on the Company's website at https://corporate.spirent.com/shareholder-information/agm
Resolution |
For1 |
Against |
Votes Withheld2 |
|||
No. |
Item of business |
No. of shares |
% |
No. of shares |
% |
No. of shares |
1 |
To receive the Company's financial statements for the year to 31 December 2024, together with the reports of the directors and auditor |
343,941,243 |
99.99 |
40,384 |
0.01 |
2,318,923 |
2 |
To approve the Report on directors' remuneration as set out on pages 83 to 109 of the Annual Report for the year to 31 December 2023 |
322,326,471 |
93.30 |
23,140,897 |
6.70 |
833,182 |
3 |
To approve the Directors' Remuneration Policy as set out on pages 101 to 109 of the Annual report for the year to 31 December 2023 |
194,438,134 |
56.81 |
147,826,608 |
43.19 |
4,035,808 |
4 |
To re-elect Paula Bell as a director |
345,601,212 |
99.81 |
674,292 |
0.19 |
25,046 |
5 |
To re-elect Maggie Buggie as a director |
338,852,712 |
97.86 |
7,425,859 |
2.14 |
21,979 |
6 |
To re-elect Gary Bullard as a director |
289,479,790 |
83.60 |
56,796,107 |
16.40 |
24,653 |
7 |
To re-elect Wendy Koh as a director |
337,198,730 |
97.84 |
7,453,347 |
2.16 |
1,648,473 |
8 |
To re-elect Edgar Masri as a director |
338,892,271 |
97.87 |
7,378,615 |
2.13 |
29,664 |
9 |
To re-elect Jonathan Silver as a director |
334,423,057 |
96.58 |
11,852,960 |
3.42 |
24,533 |
10 |
To re-elect Sir Bill Thomas as a director |
330,923,456 |
96.02 |
13,729,587 |
3.98 |
1,647,507 |
11 |
To re-elect Eric Updyke as a director |
345,722,414 |
99.84 |
549,603 |
0.16 |
28,533 |
12 |
To re-appoint Deloitte LLP as auditor |
346,216,553 |
99.99 |
47,974 |
0.01 |
36,023 |
13 |
To authorise the directors to determine the remuneration of the auditor |
346,231,652 |
99.99 |
37,669 |
0.01 |
31,229 |
14 |
Re-adoption of Long Term Incentive Plan ("LTIP") |
202,138,794 |
59.06 |
140,122,720 |
40.94 |
4,039,036 |
15 |
To authorise the directors to allot securities |
339,104,709 |
97.93 |
7,153,129 |
2.07 |
42,712 |
16 |
To authorise the directors to dis-apply pre-emption rights |
345,701,253 |
99.91 |
309,927 |
0.09 |
289,370 |
17 |
To authorise the Company to make market purchases of its own shares |
344,225,755 |
99.51 |
1,698,054 |
0.49 |
376,741 |
18 |
To authorise a 14 day notice period for general meetings |
325,115,131 |
93.89 |
21,154,386 |
6.11 |
31,033 |
As regards resolutions 3 and 14, we are grateful to the 56.81% of shareholders who voted in favour of resolution 3 to approve our new Directors' Remuneration Policy, and to the 59.06% of shareholders who voted in favour of resolution 14 to approve the adoption of the Spirent plc Long-Term Incentive Plan 2024. However, the Board notes the significant level of dissent in respect of these resolutions.
The Committee consulted extensively with shareholders prior to proposing the new Policy and many of the shareholders to whom we spoke understood the rationale for the proposed change. We were disappointed that, despite several conversations, ISS's recommendations appeared to be based almost exclusively on the location of our listing, with little account taken of where we operate the competitive landscape in those markets. We are also aware that there has been significant change in our shareholder base in recent weeks and therefore not all shareholders will have been involved in the full consultation which began during 2023.
The Committee remains confident that the ability to use a hybrid long-term incentive is necessary for the Company in order to align with market practice in the US, which represents the majority of Spirent's operations and sales, and is the home location of the majority of the executive committee, including our CEO. We have been clear that it does not currently intend to use the additional headroom under the new Policy, nor the ability to use restricted share awards, for either of the two current Executive Directors and would consult with shareholders if this position changes in the future.
We will therefore continue to engage with shareholders on this matter, in line with the above.
A copy of the special resolutions passed (resolutions 16 to 18 inclusive) will be submitted to the FCA National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Board has also withdrawn its recommendation of the cash offer made by Viavi Solutions Acquisitions Limited for the entire issued and to be issued share capital of the Company (the "Viavi Offer") and, on 17 April 2024 announced the intention to indefinitely adjourn the court meeting and general meeting scheduled in connection with the Viavi Offer (the "Viavi Offer Shareholder Meetings"). The Viavi Offer Shareholder Meetings were also held today and indefinitely adjourned.
- ends -
Enquiries
Angus Iveson Company Secretary |
Spirent Communications plc |
+44 (0)1293 767676 |
About Spirent Communications plc
Spirent Communications plc (LSE: SPT) is the leading global provider of automated test and assurance solutions for networks, cybersecurity and positioning. The Company provides innovative products, services and managed solutions that address the test, assurance and automation challenges of a new generation of technologies, including 5G, SD-WAN, Cloud, autonomous vehicles and beyond. From the lab to the real world, Spirent helps companies deliver on their promise to their customers of a new generation of connected devices and technologies. Further information about Spirent Communications plc can be found at https://corporate.spirent.com/.
Spirent Communications plc Ordinary Shares are traded on the London Stock Exchange (ticker: SPT; LEI: 213800HKCUNWP1916L38). The Company operates a Level 1 American Depositary Receipt (ADR) programme with each ADR representing four Spirent Communications plc Ordinary Shares. The ADRs trade in the US over-the-counter (OTC) market under the symbol SPMYY and the CUSIP number is 84856M209. Spirent ADRs are quoted on the Pink OTC Markets electronic quotation service which can be found at https://www.otcmarkets.com/marketplaces/otc-pink .
Spirent and the Spirent logo are trademarks or registered trademarks of Spirent Communications plc. All other trademarks or registered trademarks mentioned herein are held by their respective companies. All rights reserved.
Cautionary statement regarding forward-looking statements
This document may contain forward-looking statements which are made in good faith and are based on current expectations or beliefs, as well as assumptions about future events. You can sometimes, but not always, identify these statements by the use of a date in the future or such words as "will", "anticipate", "estimate", "expect", "project", "intend", "plan", "should", "may", "assume" and other similar words. By their nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to factors that could cause our actual results to differ materially from those expressed or implied by these statements. The Company undertakes no obligation to update any forward-looking statements contained in this document, whether as a result of new information, future events or otherwise.