John Menzies plc
(the “Company”)
Results of Annual General Meeting (the “AGM”)
The Company’s AGM was held today at 14:00. All resolutions were voted on by poll. Resolutions 1 to 16 were duly passed by the shareholders of the Company as ordinary resolutions. Resolutions 18 and 19 were passed as special resolutions but special resolutions 17 and 20 were not passed.
Total votes received for each ordinary and special resolution proposed at the AGM were as follows:
| RESOLUTION |
VOTES
FOR* |
%AGE |
VOTES
AGAINST |
%AGE |
VOTES
TOTAL |
%AGE of ISC VOTED** |
VOTES
WITHHELD*** |
| 1. To receive the Annual Report and Accounts of the Company for the financial year ended 31 December 2016 |
48,444,739 |
99.99 |
2,688 |
0.01 |
48,447,427 |
58.08% |
52,194 |
| 2. To approve the Report on Directors’ Remuneration for the financial year ended 31 December 2016 |
47,724,478 |
98.42 |
765,561 |
1.58 |
48,490,039 |
58.13% |
9,582 |
| 3. To approve the Directors’ Remuneration Policy |
47,997,165 |
98.99 |
491,118 |
1.01 |
48,488,283 |
58.13% |
11,338 |
| 4. To declare a final dividend of 13.1 pence per ordinary share for the financial year ended 31 December 2016 |
48,490,123 |
100.00 |
159 |
0.00 |
48,490,282 |
58.13% |
9,339 |
| 5. To elect Dermot Smurfit |
48,340,221 |
99.70 |
146,094 |
0.30 |
48,486,315 |
58.13% |
13,306 |
| 6. To elect Giles Wilson |
48,314,543 |
99.64 |
173,904 |
0.36 |
48,488,447 |
58.13% |
10,375 |
| 7. To elect Paul Baines |
48,334,970 |
99.69 |
150,721 |
0.31 |
48,485,691 |
58.13% |
13,930 |
| 8. To elect John Geddes |
48,314,139 |
99.64 |
174,260 |
0.36 |
48,488,399 |
58.13% |
11,222 |
| 9. To re-elect Forsyth Black |
48,318,004 |
99.65 |
171,906 |
0.35 |
48,489,910 |
58.13% |
9,579 |
| 10. To re-elect Geoff Eaton |
48,386,485 |
99.79 |
100,578 |
0.21 |
48,487,063 |
58.13% |
12,558 |
| 11. To re-elect Silla Maizey |
48,377,173 |
99.77 |
110,165 |
0.23 |
48,487,338 |
58.13% |
12,283 |
| 12. To re-elect Dermot Jenkinson |
48,308,670 |
99.63 |
176,984 |
0.37 |
48,485,654 |
58.13% |
10,401 |
| 13. To re-elect David Garman |
48,257,868 |
99.53 |
228,623 |
0.47 |
48,486,491 |
58.13% |
13,130 |
| 14. To re-appoint Ernst & Young LLP as the Company's auditor |
47,786,501 |
99.03 |
468,791 |
0.97 |
48,255,292 |
57.85% |
244,329 |
| 15. To authorise the directors to fix the remuneration of the Company’s auditor |
47,970,569 |
98.92 |
523,501 |
1.08 |
48,494,070 |
58.14% |
1,985 |
| 16. Authority to allot ordinary shares in the Company |
48,370,486 |
99.74 |
124,901 |
0.26 |
48,495,387 |
58.14% |
4,234 |
| 17. Authority to disapply pre-emption rights |
24,613,287 |
50.76 |
23,875,278 |
49.24 |
48,488,565 |
58.13% |
11,056 |
| 18. Purchase of own ordinary shares by the Company |
48,459,448 |
99.94 |
30,784 |
0.06 |
48,490,232 |
58.13% |
8,860 |
| 19. Purchase of own preference shares by the Company |
48,479,525 |
99.99 |
5,874 |
0.01 |
48,485,399 |
58.13% |
14,222 |
| 20. To call a general meeting, other than an annual general meeting, on not less than 14 clear days' notice |
27,443,055 |
56.59 |
21,053,148 |
43.41 |
48,496,203 |
58.14% |
3,418 |
* The votes of any proxy giving the Chairman discretion how to vote have been included in the votes For a resolution.
** The total number of ordinary shares in issue (excluding treasury shares) and eligible to be voted on at the AGM was 83,413,153.
*** A vote withheld is not a vote in law and is not counted in the calculation of percentage of votes For and Against a resolution.
The Company notes that a significant number of votes were cast against resolution 17, which sought authority to disapply pre-emption rights, and resolution 20, which sought authority to call a general meeting, other than an annual general meeting, on not less than 14 clear days’ notice. The Company will undertake a detailed review of any feedback received on these resolutions to ensure it fully understands the reasons behind the voting results and allow it to understand shareholders’ concerns.
In accordance with Listing Rule 9.6.2R, a copy of all resolutions, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do.
If you require further information, please contact:
John Geddes
Corporate Affairs Director and Group Company Secretary
John Menzies plc
+44 (0)131 459 8180