REG - Kin and Carta PLC - Results of Annual General Meeting 2022

Kin and CartaAnnouncement

01/12/2022 16:15

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RNS Number : 3255I  Kin and Carta PLC  01 December 2022

For immediate release

01 December 2022

Kin and Carta plc

Results of Annual General Meeting 2022

Kin and Carta plc (the 'Company') announces that at its Annual General Meeting
('AGM') held earlier today, all resolutions contained in the Notice of Annual
General Meeting 2022 were passed. The results of the poll held at the AGM are
shown in the table below.

 

The Company also announces that the Board appointed Nigel Pocklington as
Senior Independent Director of the Company with effect from today. Nigel has
been a Non-Executive Director of Kin and Carta plc since 1 June 2016. He
chairs the Remuneration Committee and is a member of the Audit and Nomination
Committees.

 

 Resolutions                                                                  For*           % For      Against     % Against  Withheld**
 Ordinary Resolutions
 1. To receive the 2022 Annual Report and Accounts                            143,408,841     100.00%    0          0.00%       0
 2. To approve the Directors' Remuneration Report                              134,363,376   93.69%     9,044,495    6.31%      970
 3. To approve the Directors' remuneration policy                             104,500,984     73.10%    38,462,829   26.90%    445,028
 4. To appoint KPMG as the auditor of the Company                             143,394,361    99.99%     14,480      0.01%      0
 5. To authorise the Audit Committee to determine the auditor's remuneration  143,396,881    99.99%     11,960      0.01%      0
 6. To elect Kelly Manthey as a Director                                      142,465,084    99.34%     943,757     0.66%      0
 7. To re-elect Chris Kutsor as a Director                                    140,822,812    98.20%     2,586,029    1.80%      0
 8. To re-elect David Bell as a Director                                      142,444,679    99.33%     964,162     0.67%      0
 9. To re-elect Maria Gordian as a Director                                   142,444,679    99.33%     964,162     0.67%      0
 10. To re-elect John Kerr as a Director                                      140,765,397    99.32%     966,912     0.68%      1,676,532
 11. To re-elect Michele Maher as a Director                                  136,005,708    94.84%     7,403,133   5.16%      0
 12. To re-elect Nigel Pocklington as a Director                              133,804,518    93.30%     9,604,323   6.70%      0
 13. To amend the Kin and Carta Long Term Incentive Plan 2020                 107,490,385    75.19%     35,473,310  24.81%     445,146
 14. To authorise the Directors to allot shares                               137,264,764    95.72%     6,144,077   4.28%      0
 Special Resolutions                                                          For*           % For      Against     % Against  Withheld**
 15. To disapply statutory pre-emption rights                                 138,903,539    96.86%     4,504,332   3.14%      970
 16. To disapply statutory pre-emption rights for acquisitions or specified   138,903,539    96.87%     4,489,332   3.13%      15,970
 capital investments
 17. To authorise the Company to purchase its own shares                      142,861,512    99.97%     44,869      0.03%      502,460
 18. To authorise the Company to call a general meeting on not less than 14   142,760,032    99.55%     648,691     0.45%      118
 clear days' notice

 

*Votes for include discretionary votes

**A vote withheld is a not a vote in law and is not counted in the votes for
or against a resolution

As at 29 November 2022, the AGM voting record date, there were 178,012,498
ordinary shares of 10p in issue, of which the Company holds 90,637 shares in
Treasury. Therefore, the total number of shares with full voting rights in the
Company on 29 November 2022 was 177,921,861.

In accordance with Listing Rule 9.6.2R, copies of the resolutions that do not
constitute ordinary business at an AGM have been 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

Resolutions 3 and 13

In relation to Resolution 3 to approve the Directors' Remuneration Policy and
Resolution 13 to amend the Long-Term Incentive Plan 2020, the Board
acknowledges that, while these resolutions were passed with a clear majority,
more than 20% of the votes were cast against the Board's recommendation on
each resolution.  The Board is committed to an open and transparent dialogue
with the Company's shareholders and the Remuneration Committee engaged
extensively with our largest shareholders on the proposed changes to both the
Directors' Remuneration Policy and the Long-Term Incentive Plan 2020 prior to
the publication of the Annual Report, as set out in the Directors'
Remuneration Report.  We are grateful for shareholders' feedback and will
continue that engagement, in particular to understand fully the views of those
shareholders who voted against these resolutions. We will publish an update on
this engagement, in accordance with the UK Corporate Governance Code, within
six months of the 2022 AGM as well as a final summary in the Company's Annual
Report for the current Financial Year.

Enquiries:

 Kin + Carta                        +44 (0)20 7928 8844

 Kelly Manthey, CEO

 Chris Kutsor, CFO and COO

 Daniel Fattal, Company Secretary
 Powerscourt                        +44 (0) 7713 246126

 Elly Williamson / Jane Glover
 Numis Securities Limited           +44 (0)207 260 1345

 Nick Westlake / Tejas Padalkar

 Peel Hunt LLP                           +44 (0) 20 7418 8900

 Paul Gillam / John Welch

 

About Kin + Carta

Kin + Carta is a London Stock Exchange listed global digital transformation
consultancy committed to working alongside clients to build a world that works
better for everyone.

Kin + Carta's 2,000 consultants, engineers and data scientists around the
world bring the connective power of technology, data and experience to the
world's most influential companies - helping them to accelerate their digital
roadmap, rapidly innovate, modernise their systems, enable their teams and
optimise for continued growth. Headquartered in London and Chicago with
offices across three continents, the borderless model of service allows for
the best minds to be connected to collaborate on client challenges.

With purpose at its core, Kin + Carta became the first company listed on the
London Stock Exchange to achieve B Corp certification. It meets high standards
of verified social and environmental performance, public transparency and
accountability to balance the triple bottom line of people, planet and profit.

For more information, please visit https://www.kinandcarta.com.

Cautionary statement regarding forward-looking statements

This Announcement may contain "forward-looking statements" with respect to
certain of the Company's plans and its current goals and expectations relating
to its future financial condition, performance, strategic initiatives,
objectives and results. Forward-looking statements sometimes use words such as
"aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal",
"believe", "seek", "may", "could", "outlook" or other words of similar
meaning.  By their nature, all forward-looking statements involve risk and
uncertainty because they are based on numerous assumptions regarding the
Company's present and future business strategies, relate to future events and
depend on circumstances which are or may be beyond the control of the Company
which could cause actual results or trends to differ materially from those
made in or suggested by the forward-looking statements in this Announcement,
including, but not limited to, domestic and global economic business
conditions; market-related risks such as fluctuations in interest rates; the
policies and actions of governmental and regulatory authorities; the effect of
competition, inflation and deflation; the effect of legislative, fiscal, tax
and regulatory developments in the jurisdictions in which the Company and its
respective affiliates operate; the effect of volatility in the equity, capital
and credit markets on profitability and ability to access capital and credit;
a decline in credit ratings of the Company; the effect of operational and
integration risks; an unexpected decline in sales for the Company; inability
to realise anticipated synergies; any limitations of internal financial
reporting controls; and the loss of key personnel.  Any forward-looking
statements made in this Announcement by or on behalf of the Company speak only
as of the date they are made.  Save as required by the Market Abuse
Regulation, the Disclosure Guidance and Transparency Rules, the Listing Rules
or by law, the Company undertakes no obligation to update these
forward-looking statements and will not publicly release any revisions it may
make to these forward-looking statements that may occur due to any change in
its expectations or to reflect events or circumstances after the date of this
Announcement.

 

 

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