REG - Indivior PLC - Result of AGM <Origin Href="QuoteRef">INDV.L</Origin>
RNS Number : 4750FIndivior PLC17 May 2017IndiviorPLC(the 'Company')
Poll results of3rd Annual General Meeting('AGM')
May17,2017
The Company announces that at its AGM, held onMay17,2017, all resolutions set out in the Notice of AGM were passed on a poll.
Resolutions1 to 17were passed as Ordinary Resolutions and Resolutions 18 to 21 were passed as Special Resolutions. The following table sets out the votes cast on each resolution:
RESOLUTION
VOTES
FOR%
VOTES
AGAINST%
VOTES
TOTAL% of ISC VOTED
VOTES
WITHHELD1. To receive the Company's accounts, the strategic report and reports of the Directors and the Auditor for the year ended December 31, 2016.
524,593,969
100.00
15,100
0.00
524,609,069
72.76
2,249,385
2. To approve the Directors' Remuneration Report for the year ended December 31, 2016.
491,470,055
93.29
35,357,161
6.71
526,827,216
73.07
38,905
3. To re-appoint Howard Pien as a Director.
494,499,743
94.18
30,581,956
5.82
525,081,699
72.83
1,777,552
4. To re-appoint Shaun Thaxter as a Director.
526,781,490
99.99
32,605
0.01
526,814,095
73.07
45,057
5. To re-appoint Mark Crossley as a Director.
526,793,635
100.00
20,125
0.00
526,813,760
73.07
45,391
6. To re-appoint Yvonne Greenstreet as a Director.
392,217,897
75.47
127,514,829
24.53
519,732,726
72.09
7,126,426
7. To re-appoint A. Thomas McLellan as a Director.
367,951,220
70.80
151,784,716
29.20
519,735,936
72.09
7,123,216
8. To re-appoint Tatjana May as a Director.
526,778,462
99.99
35,744
0.01
526,814,206
73.07
44,946
9. To re-appoint Lorna Parker as a Director.
526,716,359
99.98
101,025
0.02
526,817,384
73.07
41,768
10. To re-appoint Daniel J. Phelan as a Director.
522,856,902
99.25
3,959,688
0.75
526,816,590
73.07
42,562
11. To re-appoint Christian Schade as a Director.
526,439,271
99.93
376,961
0.07
526,816,232
73.07
42,920
12. To re-appoint Daniel Tass as a Director.
526,785,878
100.00
25,002
0.00
526,810,880
73.07
48,272
13. To re-appoint Lizabeth Zlatkus as a Director.
526,770,965
99.99
43,365
0.01
526,814,330
73.07
44,822
14. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company.
520,059,460
98.72
6,767,691
1.28
526,827,151
73.07
32,000
15. To authorize the Audit Committee of the Board to determine the remuneration of the Auditors.
524,649,612
99.59
2,201,640
0.42
526,851,252
73.07
7,600
16. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure.
520,738,886
98.85
6,063,612
1.15
526,802,498
73.07
46,645
17. That the Directors be generally and unconditionally authorized to allot shares in the Company up to an aggregate nominal amount of US$48,051,850.
521,220,993
98.94
5,599,906
1.06
526,820,899
73.07
38,253
18. That the Directors be authorized to disapply pre-emption rights up to 5% of the issued capital.
526,674,569
99.97
135,576
0.03
526,810,145
73.07
49,006
19. That the Directors be authorized to disapply pre-emption rights up to an additional 5% for transactions which the Board determines to be an acquisition or other capital investment.
520,497,517
98.80
6,318,185
1.20
526,815,702
73.07
43,448
20. That the Company be generally and unconditionally authorized to make market purchases of its own ordinary shares.
518,740,916
98.77
6,471,697
1.23
525,212,613
72.85
1,646,538
21. That a general meeting other than an annual general meeting may be called on 14 clear days' notice.
511,083,505
97.07
15,449,689
2.93
526,533,194
73.03
324,693
At the Annual General Meeting of Indivior PLC held earlier today, votes of 24.53% and 29.20% were recorded against resolutions 6 and 7 to re-appoint Yvonne Greenstreet and A. Thomas McLellan as Directors of the Company. The Board, after discussion, believes it is likely that the level of votes cast against these resolutions was due to the absence of these two directors from certain Board and Committee meetings in 2016.
Tom McLellan did not attend two scheduled Board meetings during the year. One of these absences in May 2016 was as a result of him attending a meeting of cabinet and legislators in the US focused exclusively on opioid issues. Tom McLellan did not attend the Board Meeting in November 2016 as he was attending the US Government's publication of the Surgeon General's Report on Alcohol, Drugs and Health. Both absences were discussed by the Board in advance and it was agreed that it was in the best interests of Indivior, of patients and of wider stakeholders that he attend these meetings.
Tom McLellan is an expert in the field of addiction and at the centre of his work is the health and welfare of patients. He is a very strong contributor on all areas of Board discussion and his expertise is invaluable.
Ad-hoc Board Meetings, by their very nature, are often called at short notice and it is not always possible for Directors to attend, given other scheduled commitments. For this reason, both Tom McLellan and Yvonne Greenstreet were unable to attend a number of such meetings at different times during 2016.
We confirm that Yvonne Greenstreet and Tom McLellan have attended every Board meeting in the current year and have no planned absences.
A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at http://www.morningstar.co.uk/uk/NSM in due course.
As at the close of business on May 16, 2017, thetotal number of ordinary shares of US$0.10 each eligible to be voted at the AGM was720,988,383. Therefore, the total voting rights in the Company as at that time were720,988,383.
Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.
Contact: KathrynHudson
Company Secretary
Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.
This information is provided by RNSThe company news service from the London Stock ExchangeENDRAGQDLFFDEFXBBE
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