REG - Flutter Entertainmnt - Result of AGM

Flutter EntertainmentAnnouncement

28/04/2022 16:00

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RNS Number : 7477J  Flutter Entertainment PLC  28 April 2022

28 April 2022

Flutter Entertainment plc (the "Company")

Results of Annual General Meeting 2022

 

The Company announces that the following resolutions were approved at its
Annual General Meeting ("AGM") held on Thursday, 28 April 2022.

 

All resolutions as set out in the Notice of Meeting were duly passed on a
poll.

 

The number of votes for and against each of the resolutions put before the
meeting and the number of votes withheld were as follows:

 Resolutions                                                                     Votes For(1)            Votes Against           Total votes(2)  Votes Withheld(3)
                                                                                 No. of shares  %        No. of shares  %        No. of shares   No. of shares
 1. Following a review of the Company's affairs, to receive and consider the     122,789,148    99.98    21,562         0.02     122,854,091     43,381
 Company's Financial Statements for the year ended 31 December 2021 and the
 reports of the Directors and External Auditor thereon
 2. To receive and consider the Remuneration Committee Chair's Statement and     76,077,899     67.55    36,541,611     32.455   122,854,091     10,234,581
 the Annual Report on Remuneration for the year ended 31 December 2021(4)
 3(a). The election of Nancy Dubuc as a Director                                 121,537,843    98.93    1,311,230      1.07     122,854,091     5,018
 3(b). The election of Holly Keller Koeppel as a Director                        120,776,882    98.31    2,073,087      1.69     122,854,091     4,122
 3(c). The election of Atif Rafiq as a Director                                  122,666,262    99.85    183,593        0.15     122,854,091     4,236
 4(a). Re-election of Zillah Byng-Thorne as a Director                           93,442,061     83.17    18,914,102     16.83    122,854,091     10,497,928
 4(b). Re-election of Nancy Cruickshank as a Director                            121,658,818    99.03    1,190,255      0.97     122,854,091     5,018
 4(c). Re-election of Richard Flint as a Director                                118,184,630    96.20    4,664,539      3.80     122,854,091     4,922
 4(d). Re-election of Andrew Higginson as a Director                             104,368,072    92.67    8,249,462      7.33     122,854,091     10,236,557
 4(e). Re-election of Jonathan Hill as a Director                                121,917,458    99.84    200,795        0.16     122,854,091     735,838
 4(f). Re-election of Alfred F. Hurley Jr. as a Director                         121,135,555    98.61    1,713,596      1.39     122,854,091     4,940
 4(g). Re-election of Peter Jackson as a Director                                122,678,050    99.86    171,729        0.14     122,854,091     4,312
 4(h). Re-election of David Lazzarato as a Director                              122,268,236    99.53    580,731        0.47     122,854,091     5,124
 4(i). Re-election of Gary McGann as a Director                                  119,904,339    97.60    2,945,516      2.40     122,854,091     4,236
 4(j). Re-election of Mary Turner as a Director                                  122,134,280    99.42    714,871        0.58     122,854,091     4,940
 5. Authority to the Directors to set the remuneration of the External Auditor   121,006,161    98.50    1,845,341      1.50     122,854,091     2,589
 6. Authority to call extraordinary general meetings on 14 clear days' notice*   118,668,363    96.60    4,182,714      3.40     122,854,091     3,014
 7.Authority to allot shares                                                     119,667,605    97.41    3,184,403      2.59     122,854,091     2,083
 8A. Dis-application of pre-emption rights*                                      121,547,615    99.96    46,669         0.04     122,854,091     1,259,807
 8B. Dis-application of pre-emption rights in connection with an acquisition or  121,208,329    99.68    387,206        0.32     122,854,091     1,258,556
 specified capital investment*
 9. Authority to purchase own shares*                                            122,432,065    99.67    410,310        0.33     122,854,091     11,716
 10. Authority to reissue Treasury Shares*                                       122,815,442    99.98    25,857         0.02     122,854,091     12,792

 

* Denotes Special Resolutions

NOTES:

(1) Votes "For" and "Against" are expressed as a percentage of votes received.
The "For" votes include those giving the Chair discretion.

(2) The total number of ordinary shares in issue on Thursday, 28 April 2022
was 175,779,932. The Company does not currently hold any ordinary shares as
Treasury Shares.

(3) A vote "Withheld" is not a vote in law and is not counted in the
calculation of the votes "For" or "Against" the resolution.

(4 )The Board notes that, although Resolution 2 was passed with the necessary
majority, 32.45% of votes received were against the resolution. In advance of
the AGM, the Remuneration Committee met extensively with our major
shareholders to discuss the approach to remuneration. While shareholder
feedback to the consultation was positive and shareholders have voted in
favour of Resolution 2, we understand that a minority of shareholders had
concerns with the level of base salary increases awarded, and were unable to
vote in favour of Resolution 2 on this basis. As disclosed in our Annual
Report, in presenting our Directors' Remuneration Report for 2021, the
Remuneration Committee considered that increased base salary levels for our
CEO and CFO were necessary to ensure that our Executive Director total
remuneration packages are representative of Flutter's business context, and
remain competitive in both the current UK market and the wider US and
international digital markets in which we now operate. The Remuneration
Committee and the Board continue to believe that these measures were
appropriate and in the best interests of the Company. Following the AGM, the
Company will continue to engage with shareholders to fully understand their
concerns in relation to Executive Director remuneration and will take the full
range of feedback received into account when determining our new Remuneration
Policy and preparing our Remuneration Report for the financial year ending 31
December 2022, as required by the Irish Companies Act. In addition, in
accordance with the provisions of the 2018 UK Corporate Governance Code, the
Company will provide an update on the views received from shareholders and
actions taken no later than six months after the AGM.

(5 )The voting results in relation to Resolution 2 reflect the proxy votes
received by the Company in advance of the AGM as well as those votes cast in
person at the meeting. Following the deadline for receipt of proxy votes of
11.00am (Irish time) on Tuesday 26 April 2022, the Company became aware that
the voting instructions of certain institutional investors in relation to
Resolution 2 as advised to the Company were not reflected in the proxy votes
received by the Company. If these instructions had been reflected in the proxy
votes received by the Company, the vote in favour of Resolution 2 would have
been significantly above 70%. This does not have any effect on the validity of
the adoption of Resolution 2 nor on any other resolution passed at the AGM.
The Company has no reason to believe that any other voting instructions were
similarly affected.

(6 )The total number of votes cast at the AGM (i.e. For, Against and Withheld)
was 122,854,091 ordinary shares representing a 69.89% turnout.

 

As announced on 22 February 2022, having served 9 years on the Board, Michael
Cawley decided not to seek re-election at the AGM and stepped down from the
Board at the conclusion of the meeting.

 

The full text of the resolutions can be found in the Notice of AGM, which is
available for inspection at the UK's National Storage Mechanism
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) , and at Euronext
Dublin (see below) and on the Company's website at
www.flutter.com/investors/shareholder-centre/agm
(http://www.flutter.com/investors/shareholder-centre/agm) .

 

A copy of the resolutions passed under special business (as defined by the
listing rules of the UK Listing Authority) will shortly be submitted to the
UK's National Storage Mechanism for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)  and forwarded to
Euronext Dublin and available for inspection at:

 

Company Announcements Office

Euronext Dublin

The Exchange Buildings

Foster Place

D02 E796

 

 

Edward Traynor

Company Secretary

Flutter Entertainment plc

 

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