REG - Burford Capital Ltd - Result of AGM

Burford CapitalAnnouncement

15/05/2025 13:00

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RNS Number : 8707I  Burford Capital Limited  15 May 2025

 

May 15, 2025

 

 

Burford Capital Announces Results of the 2025 AGM

 

Burford Capital Limited ("Burford" or the "Company"), the leading global
finance and asset management firm focused on law, is pleased to announce that
all of the resolutions proposed at its annual general meeting of shareholders
held on May 14, 2025 (the "2025 AGM") were approved by shareholders,
including, among others, the approval of a final dividend of 6.25¢ (United
States cents) per ordinary share, no par value ("Ordinary Share"), to be paid
on June 13, 2025 to all ordinary shareholders on the register of shareholders
of the Company at the close of business on May 23, 2025.

 

The total number of Ordinary Shares voted in person or by proxy at the 2025
AGM was 174,178,277, representing 79.38% of 219,421,904 Ordinary Shares
outstanding as of March 17, 2025 record date and entitled to vote at the 2025
AGM. The Company's shareholders passed (i) resolutions 1 through 10 and 13
through 16 submitted to a vote of shareholders at the 2025 AGM by the
requisite simple majority of the votes cast by persons entitled to vote and
(ii) resolutions 17 and 18 submitted to a vote of shareholders at the 2025 AGM
by the requisite no less than 75% of the votes cast by persons entitled to
vote. In addition, shareholders approved, on an advisory basis, resolution
11 (the advisory Say-on-Pay vote (as defined below)), and a majority of the
votes cast on resolution 12 (the advisory Say-on-Frequency vote (as defined
below)) were cast in favor of conducting future shareholder advisory votes on
the compensation of the Company's named executive officers on an annual basis.
For more information regarding these matters, please refer to the Company's
definitive proxy statement in connection with the 2025 AGM filed with the US
Securities and Exchange Commission on April 3, 2025 (the "Proxy Statement").

 

The final voting results for each resolution submitted to a vote of
shareholders at the 2025 AGM are as follows:

 

Resolutions 1 through 6-To re-elect each of the director nominees listed below
as a director of the Company for a term expiring at the close of the next
annual general meeting of the Company.

 

                               Votes For        %           Votes Against      %           Abstentions*      Broker Non-Votes*
 Rukia Baruti Dames            158,041,159      98.04%      3,148,506          1.95%       1,463,577         11,525,035
 Christopher Bogart            162,379,793      99.88%      185,669            0.11%       87,780            11,525,035
 Pamela Corrie                 159,977,151      99.25%      1,206,451          0.74%       1,469,640         11,525,035
 Robert Gillespie              122,211,309      75.17%      40,358,858         24.82%      83,075            11,525,035
 Christopher Halmy             119,444,521      73.48%      43,098,518         26.51%      110,203           11,525,035
 John Sievwright               145,914,541      89.76%      16,645,706         10.23%      92,995            11,525,035

 

Resolution 7-To declare a final dividend of 6.25¢ (United States cents) per
Ordinary Share and to pay such final dividend on June 13, 2025 to all ordinary
shareholders on the register of shareholders of the Company at the close of
business on May 23, 2025.

 Votes For        %           Votes Against      %          Abstentions*      Broker Non-Votes*
 162,362,027      99.98%      29,732             0.01%      261,483           11,525,035

 

Resolution 8-To reappoint KPMG LLP as the Company's external auditor and
independent registered public accounting firm until the next general meeting
of the Company at which accounts are laid.

 

 Votes For        %           Votes Against      %          Abstentions*
 174,044,201      99.97%      36,283             0.02%      97,793

 

Resolution 9-To authorize the audit committee of the board of directors of the
Company (the "Board of Directors") on behalf of the Board of Directors to
agree to the compensation of the Company's external auditor.

 

 Votes For        %           Votes Against      %          Abstentions*
 174,066,442      99.97%      39,702             0.02%      72,133

 

Resolution 10-To receive the Company's accounts for the year ended December
31, 2024 and the report of the Board of Directors and the external auditor
thereon.

 

 Votes For        %           Votes Against      %          Abstentions*      Broker Non-Votes*
 161,643,666      99.97%      43,655             0.02%      965,921           11,525,035

 

Resolution 11-To approve, on an advisory basis, the compensation of the
Company's named executive officers as disclosed in the Proxy Statement under
"Executive compensation", including the compensation discussion and analysis,
the compensation tables and the related narrative discussion included therein
(the "Say-on-Pay vote").

 

 Votes For        %           Votes Against      %           Abstentions*      Broker Non-Votes*
 107,651,820      66.78%      53,540,257         33.21%      1,461,165         11,525,035

Resolution 12-To approve, on an advisory basis, the frequency of future
shareholder advisory votes to approve the compensation of the Company's named
executive officers (the "Say-on-Frequency vote").

 

 One Year         %           Two Years      %          Three Years      %          Abstentions*
 158,982,459      99.52%      25,469         0.01%      726,007          0.45%      2,919,307

 

Consistent with the recommendation of the Board of Directors, a majority of
the votes cast by persons entitled to vote at the 2025 AGM were cast in favor
of conducting advisory Say-on-Pay votes on an annual basis. The Board of
Directors has considered these voting results and determined that the Company
will conduct advisory Say-on-Pay votes on an annual basis until the next
advisory Say-on-Frequency vote.

 

Resolution 13-To authorize the Board of Directors to allot and/or issue
unissued Ordinary Shares in the Company and grant rights to subscribe for, or
to convert any security into, Ordinary Shares in the Company up to a specified
amount.

 

 Votes For        %           Votes Against      %          Abstentions*      Broker Non-Votes*
 159,022,644      97.81%      3,547,386          2.18%      83,212            11,525,035

 

Resolution 14-To authorize the Company to make market acquisitions of its
Ordinary Shares up to a specified amount.

 

 Votes For        %           Votes Against      %          Abstentions*      Broker Non-Votes*
 162,356,959      99.89%      165,599            0.10%      130,684           11,525,035

 

Resolution 15-To approve the Burford Capital Limited 2025 Omnibus Incentive
Compensation Plan.

 

 Votes For        %           Votes Against      %          Abstentions*      Broker Non-Votes*
 156,576,641      96.43%      5,782,958          3.56%      293,643           11,525,035

 

Resolution 16-To approve the amendment to the Burford Capital Deferred
Compensation Plan.

 Votes For        %           Votes Against      %          Abstentions*      Broker Non-Votes*
 161,950,563      99.75%      395,835            0.24%      306,844           11,525,035

 

Resolution 17-To authorize the Board of Directors to allot and/or issue equity
securities of the Company for cash without making a pre-emptive offer to
shareholders (subject to the limitations set forth in Resolution 17).

 

 Votes For        %           Votes Against      %          Abstentions*      Broker Non-Votes*
 158,402,152      97.43%      4,163,719          2.56%      87,371            11,525,035

 

Resolution 18-To authorize the Board of Directors to allot and/or issue equity
securities of the Company for cash without making a pre-emptive offer to
shareholders (subject to the limitations set forth in Resolution 18) for an
acquisition or specified capital investment.

 

 Votes For        %           Votes Against      %          Abstentions*      Broker Non-Votes*
 157,865,903      97.10%      4,707,702          2.89%      79,637            11,525,035

 

* Abstentions and broker non‐votes are not considered votes cast and do not
impact the outcome of the vote on any resolution.

 

 

For further information, please contact:

 

 Burford Capital Limited
 For investor and analyst inquiries:
 Americas: Josh Wood, Head of Investor Relations - email                       +1 212 516 5824
 (mailto:jwood@burfordcapital.com)
 EMEA & Asia: Rob Bailhache, Head of EMEA & Asia Investor Relations -          +44 (0)20 3530 2023
 email (mailto:rbailhache@burfordcapital.com)
 For press inquiries:
 David Helfenbein, Senior Vice President, Public Relations - email             +1 646 504 7074
 (mailto:media@burfordcapital.com)

 Deutsche Numis - NOMAD and Joint Broker                                       +44 (0)20 7260 1000
 Giles Rolls
 Charlie Farquhar

 Jefferies International Limited - Joint Broker                                +44 (0)20 7029 8000
 Graham Davidson
 James Umbers

 Berenberg - Joint Broker                                                      +44 (0)20 3207 7800
 Toby Flaux
 James Thompson
 Yasmina Benchekroun

About Burford Capital

 

Burford Capital is the leading global finance and asset management firm
focused on law. Its businesses include litigation finance
(https://www.burfordcapital.com/) and risk management, asset recovery and a
wide range of legal finance and advisory activities. Burford is publicly
traded on the New York Stock Exchange (NYSE: BUR) and the London Stock
Exchange (LSE: BUR) and works with companies and law firms around the world
from its global network of offices.

 

For more information, please visit www.burfordcapital.com
(http://www.burfordcapital.com) .

 

 

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any ordinary shares or other securities of Burford.

 

This press release does not constitute an offer of any Burford private fund.
Burford Capital Investment Management LLC, which acts as the fund manager of
all Burford private funds, is registered as an investment adviser with the
US Securities and Exchange Commission. The information provided in this press
release is for informational purposes only. Past performance is not indicative
of future results. The information contained in this press release is not, and
should not be construed as, an offer to sell or the solicitation of an offer
to buy any securities (including interests or shares in any of Burford private
funds). Any such offer or solicitation may be made only by means of a final
confidential private placement memorandum and other offering documents.

 

Forward-looking statements

 

This press release contains "forward-looking statements" within the meaning of
Section 27A of the US Securities Act of 1933, as amended, and Section 21E of
the US Securities Exchange Act of 1934, as amended, that are intended to be
covered by the safe harbor provided for under these sections. In some cases,
words such as "aim", "anticipate", "believe", "continue", "could", "estimate",
"expect", "forecast", "guidance", "intend", "may", "plan", "potential",
"predict", "projected", "should" or "will", or the negative of such terms or
other comparable terminology, are intended to identify forward-looking
statements. Although Buford believes that the assumptions, expectations,
projections, intentions and beliefs about future results and events reflected
in forward-looking statements have a reasonable basis and are expressed in
good faith, forward-looking statements involve known and unknown risks,
uncertainties and other factors, which could cause Burford's actual results
and events to differ materially from (and be more negative than) future
results and events expressed, projected or implied by these forward-looking
statements. Factors that might cause future results and events to differ
include, among others, those discussed in the "Risk Factors" section of
Burford's Annual Report on Form 10-K for the year ended December 31, 2024
filed with the US Securities and Exchange Commission on March 3, 2025. These
factors should not be construed as exhaustive and should be read in
conjunction with the other cautionary statements contained in the periodic and
current reports that Burford files with or furnishes to the US Securities and
Exchange Commission. Many of these factors are beyond Burford's ability to
control or predict, and new factors emerge from time to time. Furthermore,
Burford cannot assess the impact of each such factor on its business or the
extent to which any factor or combination of factors may cause actual results
and events to be materially different from those contained in any
forward-looking statement. Given these uncertainties, readers are cautioned
not to place undue reliance on Burford's forward-looking statements.

 

All subsequent written and oral forward-looking statements attributable to
Burford or to persons acting on its behalf are expressly qualified in their
entirety by these cautionary statements. The forward-looking statements speak
only as of the date of this press release and, except as required by
applicable law, Burford undertakes no obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.

 

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