REG - Man Group plc - Result of AGM
RNS Number : 9570XMan Group plc07 May 2021Result of AGM
Man Group plc (the "Company") held its Annual General Meeting ("AGM") at 10.00am on Friday 7 May 2021. With the exception of Resolution 20, all resolutions presented at the AGM were put to the meeting on a poll and were passed with the requisite majority. The full results are detailed below.
The Board notes that 74.65% of shareholders voted for and 25.35% voted against Resolution 20 which relates to the disapplication of pre-emption rights in connection with the issue of shares for the purpose of an acquisition or specified capital investment. The resolution is in line with the Investment Association's Share Management Guidelines and the Pre-Emption Group's Statement of Principles. However, as a special resolution requiring a 75% majority, Resolution 20 did not receive sufficient support to be passed.
Although the Company has sought, and received approval of, the same authority in previous years, we understand from recent discussions with some of the shareholders that did not support this resolution that they may prefer to have the opportunity to vote on specific proposals for a transaction requiring this level of pre-emptive issue. We will continue our dialogue with these shareholders and will take their views into account when considering our future plans.
In accordance with provision 4 of the UK Corporate Governance Code (the "Code"), the Board confirms that it will consult and continue to engage with shareholders to understand and discuss their concerns with respect to this resolution. An update will be provided within six months of the AGM, in accordance with the Code, with a final summary to be included in the Company's 2021 Annual Report.
The issued ordinary share capital as at 5 May 2021, the voting record date, was 1,541,794,770 (including treasury shares). The Company held 92,445,562 shares in Treasury, which do not carry any voting rights. Therefore, the total number of voting rights in the Company as at the voting record date was 1,449,349,208.
Resolution
FOR
AGAINST
% of ISC voted
Number of votes withheld
No. of shares
%
No. of shares
%
1
Receive the Annual Report
and financial statements
1,113,282,550
99.99%
67,929
0.01%
76.82%
1,019,562
2
Approve the Directors' Remuneration Policy
1,013,815,138
91.86%
89,889,567
8.14%
76.15%
10,660,336
3
Approve the Directors'
Remuneration Report
1,024,182,858
91.92%
90,034,570
8.08%
76.88%
147,613
4
Declare a final dividend
1,114,079,858
99.98%
255,977
0.02%
76.89%
34,206
5
Reappoint Dame Katharine Barker as a director
1,113,620,851
99.94%
658,614
0.06%
76.88%
85,576
6
Reappoint Lucinda Bell as a director
980,070,546
87.96%
134,205,777
12.04%
76.88%
88,718
7
Reappoint Richard Berliand as
a director
1,112,821,279
99.87%
1,465,129
0.13%
76.88%
78,633
8
Reappoint Zoe Cruz as a director
1,113,519,531
99.93%
758,994
0.07%
76.88%
86,516
9
Reappoint John Cryan
as a director
1,111,667,432
99.76%
2,618,976
0.24%
76.88%
78,633
10
Reappoint Luke Ellis as a director
1,114,106,607
99.98%
174,918
0.02%
76.88%
83,516
11
Appoint Mark Jones as
a director
1,108,326,112
99.47%
5,960,296
0.53%
76.88%
78,633
12
Reappoint Cecelia Kurzman as a director
981,017,847
88.04%
133,257,201
11.96%
76.88%
89,993
13
Reappoint Dev Sanyal as
a director
1,114,083,798
99.98%
191,793
0.02%
76.88%
89,450
14
Appoint Anne Wade as a
director of the Company
1,113,532,779
99.93%
750,629
0.07%
76.88%
81,633
15
Reappoint Deloitte LLP as auditor
1,025,569,020
99.92%
776,659
0.08%
70.81%
88,019,362
16
Determine the remuneration
of the auditor
1,113,551,122
99.94%
709,437
0.06%
76.88%
104,482
17
Authorise political donations and expenditure
1,099,694,319
98.70%
14,498,339
1.30%
76.88%
177,383
18
Authorise the directors to allot
shares
955,523,922
85.75%
158,764,635
14.25%
76.88%
81,484
19
Authorise the directors to allot
shares for cash other than on a
pro-rata basis to existing shareholders*
979,786,267
87.93%
134,500,358
12.07%
76.88%
83,416
20
Authorise the directors to allot
shares for cash other than on a
pro-rata basis to existing
shareholders in relation to
acquisitions and specified
capital investments*
825,494,149
74.65%
280,303,781
25.35%
76.30%
8,567,111
21
Authorise the Company to
purchase its own shares*
1,023,647,587
92.03%
88,684,365
7.97%
76.75%
2,038,089
22
Amendment to the Articles of
Association*
1,113,968,536
99.98%
206,190
0.02%
76.87%
190,315
23
Authorise the directors to call
general meetings on 14 clear
days' notice*
1,062,257,385
95.33%
52,040,314
4.67%
76.88%
72,342
* Special Resolution requiring 75% majority
NOTES:
1. The 'For' vote includes those giving the Chair discretion.
2. Votes 'Withheld' are not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
3. Resolutions 19 to 23 are special resolutions.
4. In accordance with Listing Rule 9.6.2, copies of the resolutions passed, other than resolutions constituting ordinary business, at the AGM have been submitted to the National Storage Mechanism ("NSM") and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
In addition, and in accordance with Listing Rule 9.2.6E, a copy of the Company's new Articles of Association, which set out the principal rights and restrictions attached to its ordinary shares, has also been submitted to the NSM.
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