REG - Hays PLC - AGM Statement

HaysAnnouncement

15/11/2023 14:15

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RNS Number : 5904T  Hays PLC  15 November 2023

HAYS PLC

 

ANNUAL GENERAL MEETING 2023

 

RESULTS OF THE POLL

 

 

 

Hays plc (the "Company") announces the results of the voting by poll on the
resolutions put to its Annual General Meeting ("AGM") held at 12:00pm today,
Wednesday 15 November 2023. The full text of the resolutions proposed at the
AGM is included in the Notice of AGM published on 2 October 2023, which is
available on the Company's website at:
www.haysplc.com/investors/shareholder-services/agm
(http://www.haysplc.com/investors/shareholder-services/agm) .

 

Resolutions 1 to 18 were passed as ordinary resolutions and resolutions 19 to
21 were passed as special resolutions.

 

The table below shows the votes cast on each resolution.

 

 

  Resolution                                                                    Votes For      %       Votes Against  %      Votes Total    % of ISC Votes  Votes Withheld
 1. To receive the Directors' and Auditors' Reports and the financial           1,401,748,607  100.00  59,483         0.00   1,401,808,090  88.41%          1,002,059
 statements for the year ended 30 June 2023
 2. To approve the                                                              1,386,619,784  98.86   15,993,637     1.14   1,402,613,421  88.46%          196,728

Directors' Remuneration

 Report
 3. To approve the Directors' Remuneration Policy                               1,307,126,011  93.20   95,392,505     6.80   1,402,518,516  88.45%          291,633
 4. To declare a final dividend                                                 1,400,599,234  99.85   2,040,886      0.15   1,402,640,120  88.46%          168,757
 5. To declare a special dividend                                               1,400,619,085  99.85   2,052,617      0.15   1,402,671,702  88.46%          137,175
 6. To elect Dirk Hahn as a director of the Company                             1,402,507,798  99.99   70,225         0.01   1,402,578,023  88.46%          230,854
 7. To elect Zarin Patel as a director of the Company                           1,402,242,192  99.98   249,170        0.02   1,402,491,362  88.45%          317,515
 8. To re-elect James Hilton as a director of the Company                       1,402,059,167  99.96   534,378        0.04   1,402,593,545  88.46%          215,332
 9. To re-elect Joe Hurd as a director of the Company                           1,350,640,908  96.31   51,782,137     3.69   1,402,423,045  88.45%          385,832
 10. To re-elect Andrew Martin as a director of the Company                     1,386,754,033  98.96   14,538,464     1.04   1,401,292,497  88.37%          1,516,380
 11. To re-elect Cheryl Millington as a director of the Company                 1,350,339,305  96.28   52,106,783     3.72   1,402,446,088  88.45%          362,789
 12. To re-elect Susan Murray as a director of the Company                      1,349,533,063  96.41   50,304,155     3.59   1,399,837,218  88.28%          2,971,659
 13. To re-elect MT Rainey as a director of the Company                         1,398,549,850  99.72   3,900,458      0.28   1,402,450,308  88.45%          358,569
 14. To re-elect Peter Williams as a director of the Company                    1,402,341,420  99.99   106,517        0.01   1,402,447,937  88.45%          360,940
 15. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company         1,120,730,710  99.69   3,505,418      0.31   1,124,236,128  70.90%          278,572,749
 16. To authorise the Audit Committee to determine the Auditor's remuneration   1,124,158,894  99.98   206,904        0.02   1,124,365,798  70.91%          278,443,079
 17. To authorise the Company to make political donations                       1,359,971,198  96.97   42,559,366     3.03   1,402,530,564  88.45%          277,313
 18. To authorise the directors to allot Ordinary shares in the Company         1,059,471,354  75.71   339,863,875    24.29  1,399,335,229  88.25%          3,473,648
 19. To authorise the directors to disapply pre-emption rights*                 1,068,677,751  76.20   333,768,013    23.80  1,402,445,764  88.45%          363,113
 20. To authorise the Company to purchase its own shares*                       1,399,052,393  99.76   3,434,559      0.24   1,402,486,952  88.45%          321,925
 21. To authorise the calling of a general meeting with 14 clear days' notice*  1,332,016,969  94.96   70,632,119     5.04   1,402,649,088  88.46%          159,789

1,386,619,784

98.86

15,993,637

1.14

1,402,613,421

88.46%

196,728

3. To approve the Directors' Remuneration Policy

1,307,126,011

93.20

95,392,505

6.80

1,402,518,516

88.45%

291,633

4. To declare a final dividend

1,400,599,234

99.85

2,040,886

0.15

1,402,640,120

88.46%

168,757

5. To declare a special dividend

1,400,619,085

99.85

2,052,617

0.15

1,402,671,702

88.46%

137,175

6. To elect Dirk Hahn as a director of the Company

1,402,507,798

99.99

70,225

0.01

1,402,578,023

88.46%

230,854

7. To elect Zarin Patel as a director of the Company

1,402,242,192

99.98

249,170

0.02

1,402,491,362

88.45%

317,515

8. To re-elect James Hilton as a director of the Company

1,402,059,167

99.96

534,378

0.04

1,402,593,545

88.46%

215,332

9. To re-elect Joe Hurd as a director of the Company

1,350,640,908

96.31

51,782,137

3.69

1,402,423,045

88.45%

385,832

10. To re-elect Andrew Martin as a director of the Company

1,386,754,033

98.96

14,538,464

1.04

1,401,292,497

88.37%

1,516,380

11. To re-elect Cheryl Millington as a director of the Company

1,350,339,305

96.28

52,106,783

3.72

1,402,446,088

88.45%

362,789

12. To re-elect Susan Murray as a director of the Company

1,349,533,063

96.41

50,304,155

3.59

1,399,837,218

88.28%

2,971,659

13. To re-elect MT Rainey as a director of the Company

1,398,549,850

99.72

3,900,458

0.28

1,402,450,308

88.45%

358,569

14. To re-elect Peter Williams as a director of the Company

1,402,341,420

99.99

106,517

0.01

1,402,447,937

88.45%

360,940

15. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company

1,120,730,710

99.69

3,505,418

0.31

1,124,236,128

70.90%

278,572,749

16. To authorise the Audit Committee to determine the Auditor's remuneration

1,124,158,894

99.98

206,904

0.02

1,124,365,798

70.91%

278,443,079

17. To authorise the Company to make political donations

1,359,971,198

96.97

42,559,366

3.03

1,402,530,564

88.45%

277,313

18. To authorise the directors to allot Ordinary shares in the Company

1,059,471,354

75.71

339,863,875

24.29

1,399,335,229

88.25%

3,473,648

19. To authorise the directors to disapply pre-emption rights*

1,068,677,751

76.20

333,768,013

23.80

1,402,445,764

88.45%

363,113

20. To authorise the Company to purchase its own shares*

1,399,052,393

99.76

3,434,559

0.24

1,402,486,952

88.45%

321,925

21. To authorise the calling of a general meeting with 14 clear days' notice*

1,332,016,969

94.96

70,632,119

5.04

1,402,649,088

88.46%

159,789

 

Special resolutions are indicated by an asterisk.

 

The Board notes that over 20% of votes cast were against the Board's
recommendations in respect of resolutions 18 and 19. As explained in the
notice of meeting, the Directors have no present intention to exercise the
share capital authorities reflected in these resolutions, which provide
appropriate flexibility in line with investor body guidelines. The Board will
continue to engage with shareholders in respect of resolutions 18 and 19 to
ensure their views are understood. In accordance with provision 4 of the UK
Corporate Governance Code, the Board will provide an update on this engagement
within 6 months of the AGM, as well as a final summary in the Company's 2024
Annual Report.

 

The issued share capital (ISC) at the close of business on 13 November 2023
was 1,600,433,092 (1,585,630,748

excluding shares held in Treasury). The 'For' vote includes those giving the
Chairman discretion. Votes withheld are not votes in law and therefore have
not been counted in the calculation of the percentage of votes for or against
a resolution.

 

 

The full text of each of the resolutions is set out in the Notice of AGM,
which is available at www.haysplc.com/investors/shareholder-services/agm
(http://www.haysplc.com/investors/shareholder-services/agm)  In accordance
with UK Listing Rule 9.6.2R, copies of the resolutions, other than those
concerning ordinary business, passed at the AGM will be submitted to the
National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

 

Hannah Shepherd

Deputy Company Secretary

 

15 November 2023

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