REG - Headlam Group PLC - Result of AGM

HeadlamAnnouncement

25/05/2023 12:15

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RNS Number : 6846A  Headlam Group PLC  25 May 2023

 

 

 

25 May 2023

 

Headlam Group plc

('Headlam' or the 'Company')

2023 Annual General Meeting ('AGM') Poll Results

The Board of Headlam is pleased to announce that all the resolutions put to
its shareholders at the AGM held earlier today were duly passed by the
requisite majorities on a poll.

In accordance with Listing Rule 9.6.2, copies of the special business
resolutions (16, 17, 18, and 19) 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.

The results of the poll for each resolution are shown below:

 

                                    Resolution                                                    Votes For (including           Votes Against                  Votes Withheld  Total Votes Cast (excluding Votes Withheld)

                                                                                                  discretionary votes)
                                                                                                  No. of Votes  % of votes cast  No. of Votes  % of votes cast  No. of Shares   No. of Votes            % of Issued Share Capital(**)
 1.                                 Receive the Annual Report and Accounts                        65,194,836    99.99            1,090         0.01             953             65,195,926              80.72
 2.                                 Approve the Remuneration Policy                               57,419,745    90.72            5,873,173     9.28             1,903,961       63,292,918              78.36
 3.                                 Approve the Remuneration Report                               62,593,843    99.22            492,960       0.78             2,110,076       63,086,803              78.11
 4.                                 Declare the final ordinary dividend                           64,984,045    99.99            3,270         0.01             209,564         64,987,315              80.46
 5.                                 Elect Jemima Bird                                             64,985,775    99.99            1,090         0.01             210,014         64,986,865              80.46
 6.                                 Elect Karen Hubbard                                           64,986,225    99.99            1,090         0.01             209,564         64,987,315              80.46
 7.                                 Elect Robin Williams                                          64,028,074    98.52            959,241       1.48             209,564         64,987,315              80.46
 8.                                 Re-elect Chris Payne                                          64,114,682    98.66            872,633       1.34             209,564         64,987,315              80.46
 9.                                 Re-elect Keith Edelman                                        61,115,487    94.04            3,871,377     5.96             210,015         64,986,864              80.46
 10.                                Re-elect Stephen Bird                                         63,570,559    97.82            1,416,756     2.18             209,564         64,987,315              80.46
 11.                                Re-appoint PricewaterhouseCoopers LLP as the Auditor          65,042,895    99.76            153,377       0.24             607             65,196,272              80.72
 12.                                Authorise the Directors to determine Auditor's remuneration   65,191,782    99.99            4,490         0.01             607             65,196,272              80.72
 13.                                Authorise allotment of shares                                 63,064,955    97.05            1,919,835     2.95             212,089         64,984,790              80.46
 14.                                Approve the Headlam Management Incentive Plan                 63,824,375    97.91            1,364,079     2.09             8,425           65,188,454              80.71
 15.                                Approve amendment to the Headlam 2017 Performance Share Plan  63,956,037    98.10            1,237,810     1.90             3,032           65,193,847              80.72
 16.                                Disapply pre-emption rights*                                  57,725,473    88.83            7,258,867     11.17            212,539         64,984,340              80.46

                                    (General)
 17.                                Disapply pre-emption rights*                                  57,725,473    88.54            7,468,274     11.46            3,132           65,193,747              80.72

                                    (Acquisition or Capital Investment)
 18.                                Authorise purchase of own shares*                             65,039,768    99.76            154,429       0.24             2,943           65,055,197              80.55
 19.                                Call general meetings on 14 days' notice*                     59,936,025    91.93            5,260,247     8.07             607             65,196,272              80.72

 

* Indicates a special resolution requiring a 75% majority of votes cast

** Excludes treasury shares

 

Notes:

1   A vote 'Withheld' is not a vote in law and is not counted in the
calculation of the proportion of votes 'For' or 'Against' a resolution, the
total votes validly cast or the calculation of the proportion of issued share
capital voted.

2   As at the voting record date, Headlam had 85,639,209 ordinary shares in
issue, of which 80,761,694 held voting rights.

3   To calculate the proxy votes as a percentage of shares in issue,
treasury shares were excluded.

4   Adam Phillips joined the Board of Directors as Chief Financial Officer
with effect from 20 March 2023.  Due to the technical requirements of
Headlam's Articles of Association, Adam was required to vacate his statutory
director position at the conclusion of the 2023 Annual General Meeting.  He
was formally re-elected as a statutory director by the board of directors
following the 2023 Annual General Meeting, and will be required to retire from
office and apply for re-election at the 2024 Annual General Meeting. Adam does
not hold any shares in Headlam, and there is no further information required
to be disclosed pursuant to Listing Rule 9.6.13R.

 

 Enquiries:

Headlam Group plc                                Tel: 01675 433 000
 Chris Payne, Chief Executive                     Email: headlamgroup@headlam.com (mailto:headlamgroup@headlam.com)
 Adam Phillips, Chief Financial Officer
 Catherine Miles, Director of IR and ESG

 Panmure Gordon (UK) Limited (Corporate Broker)   Tel: 020 7886 2500
 Tom Scrivens / Atholl Tweedie

 Peel Hunt LLP (Corporate Broker)                 Tel: 020 7418 8900
 George Sellar / John Welch

 

 

 

 

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