REG - PZ CUSSONS PLC - Annual General Meeting

PZ CussonsAnnouncement

23/11/2021 16:05

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RNS Number : 3215T  PZ CUSSONS PLC  23 November 2021

23 November 2021

 

PZ CUSSONS PLC

(the 'Company')

 

Annual General Meeting

 

At the Annual General Meeting of the Company held today at Radisson Blu Hotel
Manchester Airport, Chicago Ave, Manchester, M90 3RA all resolutions were
passed on a poll.

 

The polling results for each resolution are set out below:

 

      RESOLUTION                                                                   VOTES FOR    %       VOTES AGAINST  %      VOTES TOTAL  % of ISC VOTED  VOTES WITHHELD
 1    To receive the audited financial statements                                  331,251,174  100.00  2,487          0.00   331,253,661  77.26           189,401
 2    To approve the Report on Directors' Remuneration                             294,059,802  88.73   37,359,552     11.27  331,419,354  77.30           23,708
 3    To approve the amendment in the Directors' Remuneration Policy               281,444,488  85.18   48,976,661     14.82  330,421,149  77.07           1,021,913
 4    To approve the amendment to LTIP rules                                       280,472,871  84.88   49,946,287     15.12  330,419,158  77.07           1,022,734
 5    To declare a final dividend                                                  331,450,511  100.00  773            0.00   331,451,284  77.31           41,778
 6    To re-elect J C Myers                                                        331,398,905  99.99   24,660         0.01   331,423,565  77.30           69,497
 7    To elect S Pollard                                                           331,248,773  99.96   121,542        0.04   331,370,315  77.29           71,577
 8    To re-elect C L Silver                                                       292,034,864  88.83   36,712,229     11.17  328,747,093  76.68           2,691,863
 9    To re-elect K Bashforth                                                      293,257,222  88.50   38,119,678     11.50  331,376,900  77.29           64,992
 10   To re-elect D Kucz                                                           298,102,144  89.95   33,309,251     10.05  331,411,395  77.30           30,497
 11   To re-elect J R Nicolson                                                     306,164,333  92.42   25,104,062     7.58   331,268,395  77.27           173,497
 12   To re-elect J C D Townsend                                                   323,001,914  97.47   8,370,881      2.53   331,372,795  77.29           69,097
 13   To elect J Sodha                                                             331,328,567  99.99   48,184         0.01   331,376,751  77.29           65,141
 14   To elect V Juarez                                                            331,346,401  99.99   28,120         0.01   331,374,521  77.29           67,371
 15   To re-appoint the auditor of the                                             331,346,549  99.99   27,093         0.01   331,373,642  77.29           69,420

      Company
 16   To fix the                                                                   331,359,538  100.00  14,761         0.00   331,374,299  77.29           68,763

      remuneration of the auditor
 17   To make political donations                                                  328,657,428  99.23   2,563,712      0.77   331,221,140  77.26           221,922
 18   To allot shares                                                              305,981,188  92.34   25,372,542     7.66   331,353,730  77.29           89,332
 19*  To allot equity securities for cash                                          305,397,772  92.21   25,809,352     7.79   331,207,124  77.25           235,938
 20*  To permit the calling of a general meeting with no less than 14 clear days'  328,129,414  99.02   3,262,433      0.98   331,391,847  77.30           45,203
      notice
 21*  To approve the new Articles of Association                                   331,329,619  99.98   68,783         0.02   331,398,402  77.30           44,660

 

*Special Resolution

VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING
THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

     Resolution                  VOTES FOR    %      VOTES AGAINST  %      VOTES TOTAL  % of ISC VOTED
 9   To re-elect K Bashforth     112,472,515  74.69  38,119,678     25.31  150,592,193  62.26
 10  To re-elect D Kucz          117,317,437  77.89  33,309,251     22.11  150,626,688  62.27
 11  To re-elect J R Nicolson    125,379,626  83.32  25,104,062     16.68  150,483,688  62.22
 12  To re-elect J C D Townsend  142,217,207  94.44  8,370,881      5.56   150,588,088  62.26
 13  To elect J Sodha            150,543,860  99.97  48,184         0.03   150,592,044  62.26
 14  To elect V Juarez           150,561,694  99.98  28,120         0.02   150,589,814  62.26

 

Notes:

 

(a) The votes "for" include those votes giving the Chair discretion.

(b) A "vote withheld" is not counted towards the votes cast "for" or "against"
a resolution.

(c) The total number of shares in issue on 23 November 2021 was 428,724,960.

(d) The Board notes that resolutions 9 (to re-elect K Bashforth) and 10 (to
re-elect D Kucz) were passed with the necessary majority but with significant
votes against by the independent shareholders. The Board understands that this
is primarily attributable to the votes of a large institutional shareholder
who has expressed concerns over remuneration targets and NED share
ownership.  The Board has engaged with shareholders on these issues
extensively and will continue to engage to better understand and discuss any
concerns.   The Board endeavours to balance the interests of all
stakeholders in its decisions and appreciates that some stakeholders may have
divergent policies on particular issues.  In accordance with the 2018
Corporate Governance Code, the Board will provide an update within six months
of the AGM.

(e) In accordance with LR 9.6.2, copies of the relevant ordinary and special
resolutions passed at the meeting have been submitted to the FCA's National
Storage Mechanism, and will shortly be available to view at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The full text of the
resolutions passed at the Annual General Meeting can be found in the Notice of
Annual General Meeting, which is available for inspection at the National
Storage Mechanism and also on the Company's website at www.pzcussons.com.

 

K Massie

 

Company Secretary

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