10 May 2018
CLARKSON PLC
("the Company")
Results of 2018 Annual General Meeting
At the Annual General Meeting (AGM) of the Company held at 12 noon today at Commodity Quay, St Katharine Docks, E1W 1BF, all resolutions were passed on a poll. The total number of votes received on each resolution was as follows:
|
Description |
Votes for |
% of votes cast |
Votes against |
% of votes cast |
Votes cast as % of issued share capital |
Votes withheld |
1 |
Report & Accounts |
21,829,448 |
99.62 |
83,930 |
0.38 |
72.48% |
8,992 |
2 |
Remuneration Report |
10,773,329 |
57.24 |
8,049,314 |
42.76 |
62.26% |
3,097,728 |
3 |
Final dividend |
21,921,171 |
100 |
0 |
0.00 |
72.51% |
1,200 |
4 |
Re-elect Mr J Hughes-Hallett |
20,659,184 |
96.13 |
830,918 |
3.87 |
71.08% |
432,268 |
5 |
Re-elect Mr A Case |
21,839,579 |
99.64 |
78,137 |
0.36 |
72.50% |
1,218 |
6 |
Re-elect Mr P Anker |
21,842,140 |
99.64 |
77,890 |
0.36 |
72.50% |
2,341 |
7 |
Re-elect Mr J D Woyda |
21,432,166 |
97.77 |
488,986 |
2.23 |
72.51% |
1,218 |
8 |
Re-elect Mr P Backhouse |
21,045,366 |
96.15 |
842,128 |
3.85 |
72.40% |
34,877 |
9 |
Re-elect Mr B Nergaard |
21,035,923 |
96.12 |
849,589 |
3.88 |
72.39% |
36,859 |
10 |
Re-elect Ms ML Clayton |
21,029,508 |
96.09 |
856,003 |
3.91 |
72.39% |
36,859 |
11 |
Re-elect Mr E Warner |
17,850,660 |
83.34 |
3,567,420 |
16.66 |
70.84% |
504,290 |
12 |
Re-appoint auditor |
21,812,333 |
99.98 |
5,306 |
0.02 |
72.16% |
104,731 |
13 |
Auditor's remuneration |
21,823,029 |
99.99 |
1,253 |
0.01 |
72.19% |
34,859 |
14 |
Authority to allot shares |
20,300,262 |
92.75 |
1,587,007 |
7.25 |
72.39% |
35,102 |
15 |
Authority for political donations |
21,078,825 |
96.35 |
797,909 |
3.65 |
72.36% |
11,978 |
16 |
Disapply pre-emption rights* |
21,807,512 |
99.65 |
77,077 |
0.35 |
72.39% |
4,123 |
17 |
Purchase own shares* |
21,831,679 |
99.60 |
86,793 |
0.40 |
72.50% |
3,898 |
18 |
Notice for general meetings* |
21,359,060 |
97.44 |
561,913 |
2.56 |
72.51% |
1,398 |
* Special resolution requiring 75% majority.
Notes:
1. Any proxy appointments which give discretion to the Chairman have been included in the "for" column.
2. The total number of shares in issue is 30,233,179.
3. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" or "against" a resolution
Statement regarding voting result
The Board notes the significant vote against Resolution 2 to approve the Directors' Remuneration Report. The principal area of concern relates to the Executive Directors' bonus scheme which is structured as a profit sharing arrangement. This scheme is contractual for the CEO and CFO/COO and the Remuneration Committee believes that it would be counter to the interests of shareholders to enter into a renegotiation of contractual arrangements.
During 2017 we engaged with our largest shareholders and the major proxy voting agencies and provided certain undertakings (set out in the Remuneration Report) which include a different remuneration structure for new directors. Notwithstanding this, the Remuneration Committee notes the concerns raised by shareholders and we will reflect on feedback received, whilst continuing to ensure that we maintain our focus on the best interests of the business and our ongoing strategy and values that we hold.
Availability of documents
In accordance with Listing Rule 9.6.2R, copies of the resolutions (other than those comprising ordinary business) passed at the AGM have been submitted to the UK Listing Authority and are available for inspection at the UKLA's Document Viewing Facility located at www.morningstar.co.uk
Enquiries:
Clarkson PLC
Rachel Spencer - Group Company Secretary, Clarkson PLC Tel: +44(0) 20 7334 3476
Camarco
Billy Clegg Tel: 020 3757 4983/ 020 3757 4994
Jennifer Renwick