RNS Number : 8404E
AVEVA Group PLC
08 July 2019
 

AVEVA Group plc ("the Company")

 

2019 Annual General Meeting ("AGM") Results

 

At the Company's Annual General Meeting held at 9.30 a.m. today, Monday 8 July 2019, all of the resolutions put to the meeting were passed on a poll vote. The results are set out below.

 

The full text of all the resolutions can be found in the Notice of Annual General Meeting which is available for viewing at the National Storage Mechanism which can be located at http://www.morningstar.co.uk/uk/nsm and from the Company's website, www.aveva.com.

 


In Favour (including Discretionary)

Against

Total Votes Cast

Votes Withheld

Resolution

No. of Votes

% of Votes

No. of Votes

% of Votes

No. of Votes

% of issued share capital voted

No. of Votes

1. To receive the annual accounts of the Company and the reports of the Directors for the financial year ended 31 March 2019 together with the auditor's reports thereon.

149,742,763

100.00

3,660

0.00

149,746,423

92.84

49,918

2. To approve the Directors' Remuneration Report (other than the part containing the Directors' Remuneration Policy) for the financial year ended on 31 March 2019 as set out on pages 60 to 63 and 72 to 79 of the Annual Report and Accounts 2019.

117,496,525

78.97

31,296,986

21.03

148,793,511

92.25

1,002,830

3. To declare a final dividend of 29.0 pence per ordinary share in respect of the year ended 31 March 2019 to shareholders on the register of members at close of business on 5 July 2019 payable on 2 August 2019.

149,754,544

99.97

40,000

0.03

149,794,544

92.87

1,797

4. To re-elect Craig Hayman as a Director of the Company.

149,592,231

99.87

199,718

0.13

149,791,949

92.87

4,392

5. To re-elect Emmanuel Babeau as a Director of the Company.

129,239,806

86.40

20,350,141

13.60

149,589,947

92.75

206,394

6. To re-elect Peter Herweck as a Director of the Company.

148,506,576

99.14

1,285,373

0.86

149,791,949

92.87

4,392

7. To re-elect Philip Aiken as a Director of the Company.

139,159,223

93.84

9,128,920

6.16

148,288,143

91.94

1,508,198

8. To re-elect James Kidd as a Director of the Company.

149,186,545

99.60

605,404

0.40

149,791,949

92.87

4,392

9. To re-elect Jennifer Allerton as a Director of the Company.

142,938,936

96.34

5,437,418

3.66

148,376,354

91.99

1,419,987

10. To re-elect Christopher Humphrey as a Director of the Company.

145,305,659

97.00

4,486,290

3.00

149,791,949

92.87

4,392

11. To re-elect Rohinton Mobed as a Director of the Company.

146,323,095

97.68

3,468,854

2.32

149,791,949

92.87

4,392

12. To elect Paula Dowdy as a Director of the Company.

149,789,626

100.00

2,323

0.00

149,791,949

92.87

4,392

13. To reappoint Ernst & Young LLP as auditor of the Company.

147,797,966

98.67

1,996,078

1.33

149,794,044

92.87

2,297

14. To authorise the Directors to fix the remuneration of the auditor.

148,676,709

99.25

1,117,835

0.75

149,794,544

92.87

1,797

15. To authorise the Company to make market purchases pursuant to Section 701 of the Companies Act 2006.

147,647,724

98.63

2,047,518

1.37

149,695,242

92.81

101,099

16. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006.

147,287,264

98.33

2,506,656

1.67

149,793,920

92.87

2,421

17. To empower the Directors to allot equity securities pursuant to Section 570 and 573 of the Companies Act 2006.

149,791,903

100.00

2,017

0.00

149,793,920

92.87

2,421

18. To allow 14 days' notice of general meetings.

147,994,646

98.80

1,799,497

1.20

149,794,143

92.87

2,198

 

The total number of shares in issue at the voting date is 161,291,460.  A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of votes for and against the resolution.

 

Votes of Independent Shareholders (i.e. shareholders excluding the controlling shareholder, Schneider Electric SE) on the resolutions concerning the election and re-election of the independent non-executive directors

 


In Favour (including Discretionary)

Against

Total Votes Cast

Votes Withheld

Resolution

No. of Votes

% of Votes

No. of Votes

% of Votes

No. of Votes

% of Independent issued share capital voted

No. of Votes

9. To re-elect Jennifer Allerton as a Director of the Company.

45,769,281

89.38

5,437,418

10.62

51,206,699

79.86

1,419,987

10. To re-elect Christopher Humphrey as a Director of the Company.

48,136,004

91.47

4,486,290

8.53

52,622,294

82.07

4,392

11. To re-elect Rohinton Mobed as a Director of the Company.

49,153,440

93.41

3,468,854

6.59

52,622,294

82.07

4,392

12. To elect Paula Dowdy as a Director of the Company.

52,619,971

100.00

2,323

0.00

52,622,294

82.07

4,392

 

The total number of shares held by independent shareholders, excluding the controlling shareholder, in issue at the voting date is 64,121,805. 

 

The votes shown in the first table above for each independent director include those of the controlling shareholder.  In the second table above, the controlling shareholder is not included.

 

Since the completion of the combination with the Software business of Schneider Electric, the Company has created approximately £3 billion in shareholder value and has now entered the FTSE100.

 

This has been achieved by steering substantial change and rapid development in the business over this period with the recruitment of a new CEO, the retention of key executives, the creation of a new, shared culture and the reshaping of the leadership team. This did necessitate the use of a retention bonus for our CFO and a buyout equity award to recruit our new CEO which some shareholders did not feel they could support and the Board and the Remuneration Committee notes that there was a level of opposition votes from shareholders on Resolution 2 of more than 20 percent. 

 

As in 2018, the Board has engaged extensively with shareholders ahead of the Annual General Meeting on these legacy remuneration issues and increased disclosure and transparency of incentive scheme targets, obtaining some very helpful and constructive input. The Company recognises the push for more transparency regarding incentive scheme targets and will review this for future Remuneration reports, while balancing increased disclosure with the need to protect any commercially sensitive areas of strategic focus.

 

 

 Enquires:

Telephone:

AVEVA Group plc

 

David Ward, Deputy CFO and Company Secretary

+44 (0)1223 556655

Claire Denton, Group General Counsel and Deputy Company Secretary

+44 (0)1233 556655

 

FTI Consulting

Telephone:

Ed Bridges/Dwight Burden

+44 (0)20 3727 1400

 


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