REG - Halma PLC - Result of AGM

HalmaAnnouncement

21/07/2022 15:45

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RNS Number : 3505T  Halma PLC  21 July 2022

 Halma plc

Results of Annual General Meeting 2022

 At the Annual General Meeting (AGM) of Halma plc held today, all the
 resolutions contained in the Notice of Meeting and put to the meeting were
 duly passed. Resolutions 1 to 19 were passed as ordinary resolutions and
 resolutions 20 to 23 were passed as special resolutions. The results of the
 poll are set out below.

    Resolution                                                      Votes                   %       Votes                            %       Votes                   %  Voted   Votes

 For*
 Against
 Total
 Withheld**
 1 Annual Report and Accounts                                            304,392,102       99.88%             350,787               0.12%         304,742,889       80.27%             1,149,094
 2 Declaration of final dividend                                         305,503,086       99.87%             388,057               0.13%         305,891,143       80.57%                      840
 3 Remuneration Report                                                   196,844,865       67.14%        96,326,858                 32.86%        293,171,723       77.22%           12,719,326
 4 Election of Sharmila Nebhrajani OBE                                   305,430,959       99.85%             451,024               0.15%         305,881,983       80.57%                   6,842
 5 Re-election of                                                        299,981,973       99.47%          1,591,385                0.53%         301,573,358       79.44%             4,315,467

 Dame Louise Makin
 6 Re-election of                                                        276,218,486       90.54%        28,850,491                 9.46%         305,068,977       80.36%                819,848

 Andrew Williams
 7 Re-election of                                                        304,188,398       99.78%             661,617               0.22%         304,850,015       80.30%             1,038,810

 Marc Ronchetti
 8 Re-election of Jennifer Ward                                          305,216,533       99.78%             666,953               0.22%         305,883,486       80.57%                   5,339
 9 Re-election of                                                        300,134,401       98.12%          5,750,520                1.88%         305,884,921       80.57%                   3,904

 Carole Cran
 10  Re-election of                                                        234,609,317       76.78%        70,938,600                 23.22%        305,547,917       80.48%                340,908

 Jo Harlow
 11  Re-election of                                                        300,930,007       98.38%          4,944,714                1.62%         305,874,721       80.57%                 14,104

 Dharmash Mistry
 12  Re-election of                                                        300,186,771       98.14%          5,696,105                1.86%         305,882,876       80.57%                   5,949

 Tony Rice
 13  Re-election of                                                        299,257,921       97.83%          6,626,400                2.17%         305,884,321       80.57%                   4,504

 Roy Twite
 14  Re-appointment of Auditor                                             304,687,343       99.62%          1,150,845                0.38%         305,838,188       80.56%                 52,861
 15  Remuneration of Auditor                                               305,758,893       99.98%               75,703              0.02%         305,834,596       80.56%                 56,453
 16  Approval of the Halma plc Executive Share Plan 2022 (the Plan)        283,659,857       92.74%        22,204,203                 7.26%         305,864,060       80.57%                 26,989
 17  Authority to adopt any plans or sub-plans based on the Plan           284,187,432       93.16%        20,855,778                 6.84%         305,043,210       80.35%                847,839
 18  Authority to allot shares                                             302,944,858       99.04%          2,938,283                0.96%         305,883,141       80.57%                   7,908
 19  Authority to make political donations                                 299,886,868       98.06%          5,930,541                1.94%         305,817,409       80.55%                 67,850
 20  Disapplication of pre-emption rights                                  305,080,350       99.75%             766,312               0.25%         305,846,662       80.56%                 44,387
 21  Additional disapplication of pre-emption rights                       301,317,817       98.52%          4,528,878                1.48%         305,846,695       80.56%                 44,354
 22  Authority to purchase own shares                                      303,910,408       99.45%          1,692,757                0.55%         305,603,165       80.50%                287,884
 23  Notice of general meetings                                            284,518,550       93.01%        21,366,159                 6.99%         305,884,709       80.57%                   6,340

 

 * Includes discretionary votes.

 ** A vote withheld is not a vote in law and is not counted in the calculation
 of the votes for or against a resolution.

 The shareholder vote to approve the Directors' Remuneration Report (Resolution
 3) was passed with a majority of 67.14%.

 The Board was pleased that the Resolution was approved and that the vast
 majority of our largest shareholders voted in favour. The Board however
 recognises that a meaningful proportion of shareholders did not support the
 Resolution.

 The Board also notes that Resolution 10, the re-election of Jo Harlow, was
 supported by 76.78% of shareholders.  We understand that those shareholders
 that did not support this Resolution did so because of her role as
 Remuneration Committee Chair.

 Halma has a long history of exercising restraint on executive pay and the
 phased changes made over the last two years are a one-time reset.  Recently,
 Andrew Williams has announced his retirement and current CFO Marc Ronchetti
 has been named CEO-Designate.  The alignment of Halma's executive pay with
 the market provides the Nomination Committee with the tools it needs to
 attract the best external talent to the CFO role as quickly as possible.

 Through the 2021 and 2022 financial years and prior to the 2022 Annual General
 Meeting we carried out comprehensive engagement with our largest shareholders
 and, as a result, modified our original plans. The Board would like to thank
 all the shareholders that have taken part in the engagement and for the
 feedback provided.  We will continue to review our remuneration practices and
 engage with shareholders and their representative proxy bodies in the coming
 months.  As part of this consultation, the Board will seek to fully
 understand the reasons behind these votes against and will provide an
 update in accordance with the UK Corporate Governance Code within six months
 of the Annual General Meeting.

 A copy of the resolutions passed at the AGM other than resolutions concerning
 ordinary business will shortly be available for inspection via the National
 Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
 (https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

For further information, please contact:

 Mark Jenkins

 Company Secretary, Halma plc

 Tel: +44 (0)1494 721111

 

 About Halma

 Halma is a global group of life-saving technology companies, focused on
 growing a safer, cleaner, healthier future for everyone, every day. Its
 purpose defines the three broad market areas where it operates:

 ·    Safety - Protecting people's safety and the environment as
 populations grow, and enhancing worker safety

 ·    Environment - Addressing the impacts of climate change, pollution and
 waste, protecting life-critical resources and supporting scientific research

 ·    Health - Meeting the increasing demand for better healthcare as
 chronic illness rises, driving by growing and ageing populations and lifestyle
 changes.

 It employs over 7,000 people in more than 20 countries, with major operations
 in the UK, Mainland Europe, the USA and Asia Pacific. Halma is listed on the
 London Stock Exchange (LON: HLMA) and is a constituent of the FTSE 100 index.

 

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation
of the votes for or against a resolution.

The shareholder vote to approve the Directors' Remuneration Report (Resolution
3) was passed with a majority of 67.14%.

 

The Board was pleased that the Resolution was approved and that the vast
majority of our largest shareholders voted in favour. The Board however
recognises that a meaningful proportion of shareholders did not support the
Resolution.

 

The Board also notes that Resolution 10, the re-election of Jo Harlow, was
supported by 76.78% of shareholders.  We understand that those shareholders
that did not support this Resolution did so because of her role as
Remuneration Committee Chair.

 

Halma has a long history of exercising restraint on executive pay and the
phased changes made over the last two years are a one-time reset.  Recently,
Andrew Williams has announced his retirement and current CFO Marc Ronchetti
has been named CEO-Designate.  The alignment of Halma's executive pay with
the market provides the Nomination Committee with the tools it needs to
attract the best external talent to the CFO role as quickly as possible.

 

Through the 2021 and 2022 financial years and prior to the 2022 Annual General
Meeting we carried out comprehensive engagement with our largest shareholders
and, as a result, modified our original plans. The Board would like to thank
all the shareholders that have taken part in the engagement and for the
feedback provided.  We will continue to review our remuneration practices and
engage with shareholders and their representative proxy bodies in the coming
months.  As part of this consultation, the Board will seek to fully
understand the reasons behind these votes against and will provide an
update in accordance with the UK Corporate Governance Code within six months
of the Annual General Meeting.

 

A copy of the resolutions passed at the AGM other than resolutions concerning
ordinary business will shortly be available for inspection via the National
Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

 For further information, please contact:

 Mark Jenkins

 Company Secretary, Halma plc

 Tel: +44 (0)1494 721111

 

About Halma

Halma is a global group of life-saving technology companies, focused on
growing a safer, cleaner, healthier future for everyone, every day. Its
purpose defines the three broad market areas where it operates:

 

·    Safety - Protecting people's safety and the environment as
populations grow, and enhancing worker safety

·    Environment - Addressing the impacts of climate change, pollution and
waste, protecting life-critical resources and supporting scientific research

·    Health - Meeting the increasing demand for better healthcare as
chronic illness rises, driving by growing and ageing populations and lifestyle
changes.

 

It employs over 7,000 people in more than 20 countries, with major operations
in the UK, Mainland Europe, the USA and Asia Pacific. Halma is listed on the
London Stock Exchange (LON: HLMA) and is a constituent of the FTSE 100 index.

 

 

 

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