REG - Indivior PLC - Result of AGM
RNS Number : 7919XIndivior PLC06 May 2021Indivior PLC (the 'Company')
Result of Annual General Meeting ('AGM')
May 6, 2021
The Company announces the voting results of its AGM, held earlier today at the Company's Registered Office at 234 Bath Road, Slough, Berks, SL1 4EE. All resolutions were duly passed by shareholders by way of a poll.
Details of each resolution are set out in the Notice of Meeting circulated to shareholders on 25 March 2021. The voting results, incorporating proxy votes lodged in advance of the AGM are set out below and will be made available on the Company's website at http://www.indivior.com/shareholders/shareholder-communications/.
RESOLUTION
VOTES
FOR%
VOTES
AGAINST%
VOTES
TOTAL% of ISC VOTED1
VOTES
WITHHELD21. To receive the Annual Report and Accounts
536,567,559
99.76%
1,278,663
0.24%
537,846,222
73.21%
9,245,726
2. To approve the Directors' Remuneration Report
330,455,934
61.73%
204,877,688
38.27%
535,333,622
72.87%
11,757,556
3. To approve the Directors' Remuneration Policy
520,455,001
95.20%
26,236,873
4.80%
546,691,874
74.42%
398,798
4. To elect Jerome Lande
456,858,926
83.60%
89,614,344
16.40%
546,473,270
74.39%
618,678
5. To elect Joanna Le Couilliard
542,223,652
99.18%
4,456,318
0.82%
546,679,970
74.42%
411,978
6. To elect Ryan Preblick
544,987,405
99.69%
1,690,973
0.31%
546,678,378
74.42%
412,870
7. To elect Mark Stejbach
545,293,962
99.76%
1,339,060
0.24%
546,633,022
74.41%
458,926
8. To elect Juliet Thompson
546,087,062
99.89%
592,565
0.11%
546,679,627
74.42%
412,321
9. To re-elect Peter Bains
543,795,182
99.48%
2,844,847
0.52%
546,640,029
74.41%
451,919
10. To re-elect Mark Crossley
544,924,278
99.68%
1,760,751
0.32%
546,685,029
74.42%
406,919
11. To re-elect Graham Hetherington
505,476,865
93.45%
35,450,230
6.55%
540,927,095
73.63%
6,164,853
12. To re-elect Dr A. Thomas McLellan
508,200,345
92.97%
38,425,510
7.03%
546,625,855
74.41%
466,093
13. To re-elect Lorna Parker
513,232,165
93.89%
33,375,546
6.11%
546,607,711
74.41%
484,127
14. To re-elect Daniel J. Phelan
429,125,972
78.50%
117,559,082
21.50%
546,685,054
74.42%
406,894
15. To re-appoint PricewaterhouseCoopers LLP as Auditor
540,768,032
98.91%
5,980,532
1.09%
546,748,564
74.43%
343,393
16. To authorize the Audit Committee to determine the remuneration of the Auditor.
546,653,694
99.98%
100,691
0.02%
546,754,385
74.43%
337,572
17. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure
533,180,347
98.91%
5,884,439
1.09%
539,064,786
73.38%
8,027,083
18. To authorize the Directors to allot shares
532,085,955
98.70%
7,009,359
1.30%
539,095,314
73.38%
7,996,634
19. To authorize the Directors to disapply pre-emption rights up to 5% of the issued capital (Special Resolution)
538,720,748
99.94%
302,729
0.06%
539,023,477
73.37%
8,068,471
20. To authorize the Directors to disapply pre-emption rights up to an additional 5% for transactions which the Board determines to be an acquisition or other capital investment (Special Resolution)
520,958,983
96.63%
18,143,693
3.37%
539,102,676
73.39%
7,989,272
21. To authorize market purchases of the Company's ordinary shares (Special Resolution)
538,473,270
98.77%
6,729,385
1.23%
545,202,655
74.22%
1,889,149
22. To call a general meeting other than an annual general meeting on not less than 14 clear days' notice (Special Resolution)
537,452,084
98.31%
9,251,971
1.69%
546,704,055
74.42%
387,893
Notes
1. As at the close of business on May 4, 2021, the total number of ordinary shares of US$0.10 eligible to be voted at the AGM was 734,620,989. Therefore, the total voting rights in the Company as at that time was 734,620,989.
2. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism in due course.
Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.
While all resolutions were passed at today's AGM, the Board notes that resolutions 2 and 14 received a significant number of votes against.
Resolution 2
With respect to Resolution 2, approval of the Remuneration Report, we are pleased that 61.73% of shareholders voted in favour of this resolution, but are disappointed by the outcome of the vote. In the run up to the AGM we engaged with a number of shareholders to understand their concerns, which we understand related to the termination arrangements for the former Chief Executive Officer, Shaun Thaxter. The Remuneration Committee determined, based on Mr Thaxter's leadership that produced years of positive operational performance, and the absence of any findings of personal wrongdoing or malfeasance, to allow Mr Thaxter to retain his outstanding LTIP awards.
Resolution 14
Resolution 14 was passed with 78.50% shareholder support for the re-election of Daniel Phelan as a Director. The Board notes the result of this resolution.
Our shareholders' views are important to us and we intend to continue to engage with our largest shareholders on governance and remuneration matters. We will publish an update on our engagement within six months of the date of the 2021 AGM.
Contact: Kathryn Hudson
Company Secretary
Tel: +44 (0)1753 423940 / cosec@indivior.comJason Thompson
Vice President, Investor Relations
Tel: +1-804-402-7123 / jason.thompson@indivior.comTulchan Communications
Tel: +44 207-353-4200Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.
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