REG - Informa PLC - Result of AGM

InformaAnnouncement

16/06/2022 15:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220616:nRSP1950Pa&default-theme=true

RNS Number : 1950P  Informa PLC  16 June 2022

 Informa LEI: 5493006VM2LKUPSEDU20

 Identification Code: GB00BMJ6DW54

 

Informa PLC Press Release

16 June 2022

Results of Annual General Meeting

 

London: Informa PLC (the "Company") held its Annual General Meeting ("AGM") at
240 Blackfriars Road, London SE1 8BF earlier today.  All resolutions put to
the AGM were voted on by way of a poll and the results of the poll are set out
below.

     RESOLUTION                                                                      FOR(1)                   AGAINST                TOTAL           WITHHELD(2)
                                                                                     Votes           %        Votes         %        Votes           Votes
 1   To elect Louise Smalley                                                         1,074,700,1 05  99.16%   9,064,242     0.84%    1,083,764,347   110,867,306
 2   To elect Joanne Wilson                                                          1,194,154,890   99.97%   356,189       0.03%    1,194,511,079   120,574
 3   To elect Zheng Yin                                                              1,083,346,670   99.96%   424,895       0.04%    1,083,771,565   110,860,088
 4   To re-elect John Rishton                                                        1,134,680,611   95.81%   49,661,015    4.19%    1,184,341,626   10,290,027
 5   To re-elect Stephen A Carter                                                    1,194,391,606   99.99%   140,233       0.01%    1,194,531,839   99,834
 6   To re-elect Gareth Wright                                                       1,191,830,489   99.77%   2,694,419     0.23%    1,194,524,908   106,745
 7   To elect Patrick Martell                                                        1,194,333,952   99.98%   193,478       0.02%    1,194,527,430   104,223
 8   To re-elect Mary McDowell                                                       1,131,080,061   94.69%   63,432,833    5.31%    1,194,512,894   118,759
 9   To re-elect Helen Owers                                                         953,510,045     79.82%   241,009,564   20.18%   1,194,519,609   112,044
 10  To re-elect Gill Whitehead                                                      1,180,785,221   98.85%   13,733,343    1.15%    1,194,518,564   113,089
 11  Resolution withdrawn(3)
 12  To re-elect David Flaschen                                                      1,180,769,690   98.85%   13,739,510    1.15%    1,194,509,200   122,221
 13  To receive the Annual Report and audited financial statements of the Company    1,191,395,678   99.79%   2,463,787     0.21%    1,193,859,465   771,609
     for the year ended 31 December 2021
 14  To approve the Directors' Remuneration Report

                                                                                     334,437,455     28.69%   831,216,642   71.31%   1,165,654,097   28,973,913
 15  To re-appoint Deloitte LLP as auditor of the Company until the conclusion of
     the next general meeting at which accounts are laid

                                                                                     1,143,523,782   95.73%   51,001,251    4.27%    1,194,525,033   106,621
 16  To authorise the Audit Committee, for and on behalf of the Board, to determine
     the Auditor's remuneration

                                                                                     1,174,342,102   98.31%   20,172,658    1.69%    1,194,514,760   116,894
 17  To authorise the Company to make limited political donations and political
     expenditure of not more than £30,000 in aggregate

                                                                                     1,181,574,606   98.94%   12,644,189    1.06%    1,194,218,795   412,447
 18  To authorise the Directors to allot shares, up to a limited amount

                                                                                     1,070,342,085   90.01%   118,762,103   9.99%    1,189,104,188   5,527,466
 19  To adopt the Directors' Remuneration Policy

                                                                                     1,001,913,504   93.49%   69,790,080    6.51%    1,071,703,584   122,928,070
 20  To approve the rules of the Updated Informa Long-Term Incentive Plan

                                                                                     1,059,233,556   98.60%   15,055,211    1.40%    1,074,288,767   120,342,886
 21  To approve the rules of the Updated Informa Deferred Share Bonus Plan

                                                                                     1,064,126,618   98.42%   17,041,079    1.58%    1,081,167,697   113,463,956
 22  To approve an update to historical LTIP rules

                                                                                     1,189,411,530   99.57%   5,082,382     0.43%    1,194,493,912   137,469
 23  To authorise the Directors to allot shares, and sell treasury shares for cash,
     without making a pre-emptive offer to shareholders(4)

                                                                                     1,179,886,447   98.99%   12,003,205    1.01%    1,191,889,652   2,742,001
 24  To authorise the Directors to allot additional shares, and sell treasury
     shares for cash, without making a pre-emptive offer to shareholders in line

     with recommendations of the Pre-Emption Group(4)                                1,153,376,134   96.77%   38,529,382    3.23%    1,191,905,516   2,726,137
 25  To authorise the Company to purchase its own shares(4)

                                                                                     1,187,947,758   99.47%   6,306,827     0.53%    1,194,254,585   377,069
 26  To authorise the calling of general meetings (other than an annual general
     meeting) on not less than 14 clear days' notice(4)

                                                                                     1,074,016,996   90.32%   115,096,153   9.68%    1,189,113,149   5,518,505

(1        ) Where shareholders appointed the Chair as their proxy with
discretion as to voting, their votes were cast in favour of the resolutions.

(2)        A vote withheld is not a vote in law and is not counted
towards the votes cast 'For' or 'Against' a resolution.

(3)        Following Stephen Davidson's appointment as Chair of Calnex
Solutions plc earlier this week and his decision not to stand for re-election
to the Informa Board, Resolution 11 was no longer required

(4       ) Special Resolution (75% majority required).

The total voting rights of the Company as at 10.00pm on 14 June 2022 (the time
by which shareholders wanting to vote at the AGM were required to be entered
on the register) was 1,459,935,563 ordinary shares of 0.1p each.  The
Company does not hold any shares in treasury.  Votes were cast in respect of
81.82% of the issued share capital.

In accordance with Listing Rule 9.6.2 copies of the resolutions passed at the
AGM, other than resolutions constituting ordinary business, will shortly be
available for inspection via the Financial Conduct Authority's Electronic
Submission System at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 A copy of the poll results for the AGM will also shortly be available on the
Informa website (www.informa.com/investors (http://www.informa.com/investors)
).

 

Remuneration Approach

As the AGM results show, the Group received clear support for the new
Remuneration Policy, which follows extensive consultation with shareholders
over recent months. This Policy is specifically designed to focus on a future
remuneration approach that is closely aligned to the Group's Growth
Acceleration Plan II strategy, incentivising growth and outperformance.

In relation to past decisions made in and through the height of the COVID
pandemic, the outcomes of which were reflected for a final year and a final
time within the 2021 Remuneration Report, the AGM results show a clear number
of shareholders were not able to provide their support.

The Board recognises and understands these different points of view on
historical decisions, which have now fully and finally played out and led to
some disappointment amongst shareholders. The Board made these decisions over
two years ago in 2020, during a period of pressure and uncertainty for
Informa, with the aim of focusing the entire 100+ Senior Leadership team on
the immediate priorities for the Group and supporting the retention of key
talent.

From a business perspective, these actions have had the desired effect,
driving relentless focus around cash preservation and cash generation, cost
reduction and balance sheet security. Collectively, the Company has since
launched the GAP II plan, a four-year programme and commitment to maximise
growth and value creation in the aftermath of the COVID pandemic. This plan is
already being delivered with real momentum, having completed the £1.9bn
divestment of Pharma Intelligence and accelerated shareholder returns through
the launch of a £725m share buyback programme.

Over the last year, the Board has also responded to shareholder concerns
through extensive engagement and a significant refresh of the Board, which
includes the appointment of three new Non-Executive Directors, a new Chair, a
new Senior Independent Director, a new Chair of the Audit Committee and a new
Chair of the Remuneration Committee.

We will continue to engage with shareholders and, more specifically in 2023,
to consult on the measures and targets for the first grant under the new
Remuneration Policy. This award will be made in 2024 following the completion
of the 2021-2023 Equity Revitalisation Plan.

 Enquiries
 Informa PLC

 Rupert Hopley, Group Company Secretary                +44 (0) 20 8052 0400

 Richard Menzies-Gow, Director of Investor Relations

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  RAGFLFFSRRIRLIF