REG - abrdn PLC - Results of AGM & Board Changes

AberdeenAnnouncement

11/05/2023 07:00

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RNS Number : 0133Z  abrdn PLC  11 May 2023

abrdn plc

Results of Annual General Meeting

and Board Changes

 

 

 

Results of AGM

The Board of abrdn plc ('the Company') is pleased to announce that all the
resolutions put to its Annual General Meeting ('AGM') held on Wednesday 10 May
2023 were duly passed.

 

 

The results of the polls were as follows:

 

                                                                                For          % For  Against      Total Votes Validly Cast  Votes Withheld

 Resolution 1:                                                                  901,800,327  99.93  663,121      902,463,448               2,586,550

 To receive and consider the Annual report and accounts 2022
 Resolution 2:                                                                  897,008,747  99.15  7,694,712    904,703,459               346,539

 To declare a final dividend for 2022
 Resolution 3:                                                                  895,004,041  99.03  8,806,687    903,810,728               1,238,971

 To re-appoint KPMG LLP as auditors
 Resolution 4:                                                                  901,863,076  99.76  2,149,979    904,013,055               1,036,943

 To authorise the audit committee to set the auditors' fees
 Resolution 5:                                                                  666,444,586  93.76  44,325,192   710,769,778               194,280,220

 To approve the Directors' remuneration report, excluding the remuneration
 policy
 Resolution 6:                                                                  675,020,934  94.29  40,860,480   715,881,414               189,168,584

 To approve the Directors' remuneration policy
 Resolution 7A:                                                                 864,730,808  95.71  38,765,528   903,496,336               1,553,662

 To re-elect Sir Douglas Flint CBE as a Director
 Resolution 7B:                                                                 857,314,326  94.91  45,935,182   903,249,508               1,800,052

 To re-elect Jonathan Asquith as a Director
 Resolution 7C:                                                                 892,448,135  98.79  10,887,965   903,336,100               1,713,898

 To re-elect Stephen Bird as a Director
 Resolution 7D:                                                                 685,597,487  75.89  217,802,103  903,399,590               1,650,408

 To re-elect Catherine Bradley CBE as a Director
 Resolution 7E:                                                                 883,780,921  97.84  19,499,595   903,280,516               1,769,482

 To re-elect John Devine as a Director
 Resolution 7F:                                                                 881,749,637  97.61  21,586,196   903,335,833               1,714,165

 To re-elect Hannah Grove as a Director
 Resolution 7G:                                                                 873,349,307  96.68  29,964,436   903,313,743               1,735,599

 To re-elect Pam Kaur as a Director
 Resolution 7H:                                                                 898,169,540  99.43  5,103,986    903,273,526               1,770,955

 To re-elect Michael O'Brien as a Director
 Resolution 7I:                                                                 895,976,182  99.19  7,338,632    903,314,814               1,734,528

 To re-elect Cathleen Raffaeli as a Director
 Resolution 8:                                                                  702,879,570  98.15  13,217,663   716,097,233               188,952,109

 To provide limited authority to the Company and its subsidiaries to make
 political donations and to incur political expenditure
 Resolution 9:                                                                  688,446,785  76.67  209,437,804  897,884,589               7,149,867

 To authorise the Directors to issue further shares
 Resolution 10 (Special):                                                       701,244,927  78.21  195,353,328  896,598,255               8,445,726

 To disapply share pre-emption rights
 Resolution 11 (Special):                                                       681,456,209  75.41  222,224,649  903,680,858               1,368,484

 To give authority for the Company to buy back up to 14.99% of its issued
 ordinary shares
 Resolution 12:                                                                 703,864,038  78.05  197,997,170  901,861,208               3,188,134

 To authorise the Directors to allot shares in relation to the issuance of
 Convertible Bonds
 Resolution 13 (Special):                                                       887,614,472  98.46  13,895,509   901,509,981               3,539,361

 To disapply pre-emption rights in respect of allotments of equity securities
 in relation to the issuance of Convertible Bonds
 Resolution 14 (Special):                                                       855,342,231  94.61  48,737,281   904,079,512               969,830

 To allow the Company to call general meetings on 14 days' notice

 

 

 

 

Resolutions 7D, 9, 10, 11 and 12

The Board is pleased that Resolution 7D, Resolution 9, Resolution 10,
Resolution 11 and Resolution 12 were passed by a significant majority of the
shareholders who voted, but notes the votes against these resolutions.

 

In the coming months, we will engage with the major voters against the
resolutions to understand the reasons behind their voting.  In accordance
with the UK Corporate Governance Code, we will publish an update on that
engagement within six months of the AGM.

 

Board changes and CFO exit remuneration arrangements

As announced on 28 February 2023 and 9 March 2023 respectively, we confirm
that Brian McBride and Stephanie Bruce did not seek re-election and retired
from the Board at the conclusion of the meeting.

 

As required by section 430(2B) of the Companies Act 2006, details of the
remuneration payments and related exit terms made to or to be made to Ms Bruce
in accordance with her employment contract are set out in the attached
Appendix.

 

Other matters

The total number of shares in issue at 6pm on Tuesday 9 May 2023 was
2,001,892,537 ordinary shares of 13(61)/(63) pence each.

 

Votes withheld are not a vote in law and have not been counted in the
calculation of the votes for and against each resolution, the total votes
validly cast or the calculation of the proportion of issued share capital
voted.

 

Copies of all resolutions are available for inspection in the AGM Guide
previously submitted to the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

In accordance with Listing Rule 9.6.2, copies of the resolutions that do not
constitute ordinary business at an annual general meeting will also be
submitted to the National Storage Mechanism and available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

The AGM Guide and the voting results are also available on the abrdn plc
website at www.abrdn.com (http://www.abrdn.com)

 

 

11 May 2023

 

 

Enquiries:

 

 Group Secretariat

 Paul McKenna        +44 (0) 7736 853 801

 Media Relations

 Andrea Ward         +44 (0) 7876 178 696

 Investor Relations

 Catherine Nash      +44 (0) 7798 518 657

 

 

LEI: OTMBS544NMO7GLCE7H90

Classification: 3.1. Additional regulated information required to be disclosed
under the laws of the United Kingdom

 

Appendix - CFO Exit Remuneration Arrangements

 

Further to our RNS announcement on 9 March 2023, Stephanie Bruce has stepped
down as Chief Financial Officer and as a Director of abrdn plc ('abrdn' or
'the Company') following the conclusion of the 2023 AGM.  As required by
section 430(2B) of the Companies Act 2006, details of the remuneration
payments and related exit terms (together referred to as 'the Terms') made to
or to be made to Ms Bruce are set out below.

 

The following Terms agreed with Ms Bruce were the subject of careful
consideration by the Remuneration Committee and are in line with the Company's
Directors' Remuneration Policy ('Policy') which was approved by shareholders
at the 2020 AGM.  The Terms are also consistent with the Policy presented and
approved at the 2023 AGM:

 

Salary and benefits

·       12-month notice period commenced on 8 March 2023.

·       Garden leave with effect from 11 May 2023 to 31 December 2023.
During this period, salary and contractual benefits are payable.

·       At the end of this period, the Company will make a payment in
lieu of notice of basic salary, pension entitlement and contractual benefits,
in monthly instalments (subject to mitigation) over the remainder of the
contract (being three months and eight days).

·       Employment will, therefore, terminate on 31 December 2023 (the
'Termination Date').

 

Annual Bonus

·       Eligible for a pro-rated Annual Bonus in respect of the 2023
financial year to reflect the portion of the year prior to the commencement of
garden leave (1 January 2023 to 10 May 2023).

·       The Annual Bonus will be determined per the normal timetable
and subject to Policy requirements including deferral and the application of
malus and clawback.

 

Share Awards

·       Treated as a good leaver under the abrdn plc Annual Bonus
Deferred Share Plan and Long-Term Incentive Plan in accordance with the plan
rules, including the application of malus and clawback.

·       Unvested LTIP awards will continue to vest on normal vesting
dates and will remain subject to the satisfaction of the relevant performance
conditions (measured over the full performance period) and holding periods.
All awards will be prorated based on the proportion of the performance period
completed to the Termination Date.

·       The Company's post-cessation shareholding requirements apply
for a two-year period from the Termination Date.

 

Other payments

·       Entitled to a capped contribution towards legal fees incurred
in connection with these arrangements.

 

Further information

·       Other than the amounts disclosed above, Ms Bruce is not
eligible for any remuneration payments or payments for loss of office.

 

In accordance with section 430(2B) of the Companies Act 2006, the information
contained in this document will be made available on the Company's website
until its next Directors' Remuneration Report is made available.

 

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