REG - Baillie Gifford US - Result of AGM

Baillie Gifford Us Growth TrustAnnouncement

02/10/2025 13:45

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RNS Number : 8675B  Baillie Gifford US Growth Trust PLC  02 October 2025

For immediate release

 

Baillie Gifford US Growth Trust plc ("USA" or the "Company")

Legal Entity Identifier: 213800UM1OUWXZPKE539

 

Result of Annual General Meeting

2 October 2025

USA announces the results of its Annual General Meeting, held today, Thursday
2 October 2025, at the offices of Baillie Gifford & Co (Calton Square, 1
Greenside Row, Edinburgh EH1 3AN).

All ordinary resolutions as set out in the Notice of AGM were duly passed by
poll, together with the special resolution numbered 12 (regarding the
authority to repurchase shares).

The special resolution numbered 11 (regarding the disapplication of
pre-emption rights) did not pass.

While resolutions 2, 4, 5, 6, 7 and 10 passed, they received a significant
number of votes against. The Board notes that the significant votes against
were almost entirely attributable to a single shareholder. Excluding this
position, the vast majority of other shareholders voted in favour, which the
Board considers to be a clear indication of support for the Company.

In line with Provision 4 of section 5.2 of the AIC Corporate Governance Code
2024, the Company will now engage in a consultation process with all major
shareholders. The Board is committed to taking the views of all shareholders
into account and will give careful consideration to all views received. The
Board will report on next steps as soon as is practicable and certainly within
the six months timeframe set out in the AIC Code.

 

Tom Burnet, Chair of the Company commented:

"Following both the Requisitioned General Meeting in February and the annual
results in August, we engaged with a range of institutional shareholders for
their views on our strategy, with all major shareholders being offered
meetings with the Senior Independent Director and myself. These meetings were
useful and productive, and we were grateful for shareholders' feedback and
support.

"Saba Capital, the Company's largest shareholder, rejected our offer of a
meeting following the annual results. Whilst we recognise their right to
exercise their democratic vote, it is disappointing that Saba, without prior
notice of their intention, should use their substantial holding to attempt to
vote off the whole Board of Directors. Had they succeeded, without Directors
the Company would have been in breach of the Companies Act, the UK Listing
Rules and its own Articles, which would have had significant consequences for
all shareholders.

"We will again seek to engage with Saba to understand their position. The
Board remains committed to acting in the interests of shareholders as a
whole."

Results of poll

 Ordinary Resolutions                                                             VOTES FOR                                             VOTES AGAINST        VOTES WITHHELD  TOTAL VOTING RIGHTS EXERCISED

                                                                                  (including votes at the discretion of the Chair)
                                                                                  Number                     %                          Number      %        Number          %
 1.     To receive and adopt the Annual Report and Financial Statements of        163,429,411                99.98                      31,179      0.02     92,657          58.92
 the Company for the financial year ended 31 May 2025 together with the Reports
 of the Directors and of the Independent Auditor thereon.
 2.     To approve the Directors' Remuneration Policy.                            85,955,420                 52.59                      77,490,638  47.41    107,189         58.91
 3.     To approve the Directors' Annual Report on Remuneration for the           163,263,910                99.90                      165,227     0.10     124,110         58.90
 financial year ended 31 May 2025.
 4.     To re-elect Mr TJW Burnet as a Director of the Company.                   83,872,121                 51.33                      79,537,554  48.67    143,572         58.90
 5.     To re-elect Ms SP Inglis as a Director of the Company.                    84,522,062                 51.72                      78,888,033  48.28    143,152         58.90
 6.     To re-elect Mr GD Paterson as a Director of the Company.                  84,552,137                 51.74                      78,850,107  48.26    151,003         58.89
 7.     To re-elect Mr CRD van der Kuyl as a Director of the Company.             84,548,923                 51.74                      78,848,354  48.26    155,970         58.89
 8.     To re-appoint Ernst & Young LLP as Independent Auditor of the             163,382,285                99.95                      77,033      0.05     93,929          58.92
 Company to hold office until the conclusion of the next Annual General Meeting
 at which the Financial Statements are laid before the Company.
 9.     To authorise the Directors to determine the remuneration of the           163,372,324                99.95                      84,063      0.05     96,860          58.91
 Independent Auditor of the Company.
 10.  To authorise the Directors' general authority to allot shares or C          85,999,504                 52.62                      77,449,142  47.38    104,601         58.91
 shares.
 Special Resolutions
 11.   To approve by special resolution that the Directors be authorised to       84,722,147                 52.20                      77,583,536  47.80    71,762          58.50
 allot shares, C shares or sell treasury shares on a non pre-emptive basis.
 12.  To approve by special resolution that the Company be authorised to make     162,281,535                99.98                      39,853      0.02     56,057          58.51
 market purchases of its own shares.

 

The full text of all the resolutions can also be found in the Notice of Annual
General Meeting which is available for viewing at the National Storage
Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Enquiries:

Company

Tom Burnet

c/o Burson Buchanan

USA@buchanancomms.co.uk

+44 (0)20 7466 5000

 

Panmure Liberum Limited

Alex Collins / Michael Janes

info@panmureliberum.com

+44 (0)20 3100 2000

 

Burson Buchanan

Henry Wilson / Helen Tarbet / Nick Croysdill

USA@buchanancomms.co.uk

+44 (0)20 7466 5000

 

Company Secretary

Baillie Gifford & Co Limited, Company Secretary

trustenquiries@bailliegifford.com

+44 (0)800 917 2113

 

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