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REG - Flutter Entertainmnt - Result of AGM




 



RNS Number : 9582M
Flutter Entertainment PLC
14 May 2020
 

14 May 2020

Flutter Entertainment plc (the "Company")

Results of Annual General Meeting 2020

 

The Company announces that the following resolutions were approved at its Annual General Meeting ("AGM") held on Thursday, 14 May 2020.

 

All resolutions as set out in the Notice of Meeting were duly passed on a poll. The number of votes for and against each of the resolutions put before the Meeting and the number of votes withheld were as follows:

 

Resolutions

Votes For1

Votes Against

Total votes

Votes Withheld2


No. of shares

%

No. of shares

%

No. of shares

No. of shares

1. Following a review of the Company's affairs, to receive and consider the Company's Financial Statements for the year ended 31 December 2019 and the reports of the Directors and External Auditor thereon

56,179,841

99.98

9,236

0.02

56,252,999

63,922

2. To receive and consider the Directors' Remuneration Report for the year ended 31 December 2019

55,859,906

99.30

392,940

0.70

56,254,924

2,078

3. To approve the Directors' Remuneration Policy

53,240,152

94.64

3,012,332

5.36

56,254,924

2,440

4B(i). Election of Rafael (Rafi) Ashkenazi as a Director

56,179,347

99.87

72,564

0.13

56,253,000

1,089

4B(ii). Election of Nancy Cruickshank as a Director

56,084,197

99.70

167,864

0.30

56,253,000

939

4B(iii). Election of Richard Flint as a Director

56,182,499

99.88

68,354

0.12

56,253,000

2,147

4B(iv). Election of Divyesh (Dave) Gadhia as a Director

56,184,969

99.88

67,242

0.12

56,253,000

789

4B(v). Election of Andrew Higginson as a Director

56,103,729

99.75

142,833

0.25

56,252,999

6,437

4B(vi). Election of Alfred F. Hurley, Jr as a Director

56,138,705

99.86

77,243

0.14

56,252,999

37,051

4B(vii). Election of David Lazzarato

as a Director

56,178,247

99.87

73,564

0.13

56,253,000

1,189

4B(viii). Election of Mary Turner

as a Director

56,202,480

99.91

49,731

0.09

56,253,000

789

4B(ix). Re-election of Zillah Byng-Thorne as a Director

45,986,511

81.80

10,232,569

18.20

56,254,923

35,843

4B(x). Re-election of Michael Cawley as a Director

49,343,079

87.72

6,908,980

12.28

56,252,998

939

4B(xi). Re-election of Ian Dyson as a Director

56,012,479

99.57

239,581

0.43

56,252,999

939

4B(xii). Re-election of Jonathan Hill as a Director

56,230,690

99.96

21,371

0.04

56,253,000

939

4B(xiii). Re-election of Peter Jackson as a Director

56,247,682

99.99

4,448

0.01

56,253,000

870

4B(xiv). Re-election of Gary McGann as a Director

54,152,281

96.27

2,099,778

3.73

56,252,998

939

4B(xv). Re-election of Peter Rigby as a Director

56,023,400

99.60

227,302

0.40

56,252,999

2,297

5. To approve an increase in the maximum aggregate amount of

ordinary remuneration payable to Directors

56,203,940

99.92

42,232

0.08

56,249,400

3,228

6. Authority to the Directors to set the remuneration of the External Auditor

56,237,764

99.98

10,660

0.02

56,249,399

975

7. Authority to call extraordinary general meetings on 14 clear days' notice*

54,948,796

97.68

1,303,484

2.32

56,253,000

720

8. Authority to increase the authorised share capital

55,426,056

98.53

825,138

1.47

56,253,000

1,806

9.Authority to allot shares5

41,478,953

73.74

14,773,176

26.26

56,252,999

870

10A. Dis-application of pre-emption rights*

56,243,065

99.99

7,455

0.01

56,253,000

2,480

10B. Dis-application of pre-emption rights in connection with an acquisition or specified capital investment*

56,240,538

99.98

9,981

0.02

56,252,999

2,480

11. Authority to purchase own shares*

56,168,290

99.86

79,803

0.14

56,252,999

4,906

12. Authority to reissue Treasury Shares*

56,215,901

99.94

32,082

0.06

56,252,999

5,016

13. Adoption of the Flutter Entertainment plc Restricted Share Plan

55,989,735

99.54

261,565

0.46

56,253,000

1,700

14. To approve payment of the Final 2019 Dividend by way

of a bonus issue of new ordinary shares

56,184,835

99.88

67,294

0.12

56,252,999

870

* Denotes Special Resolutions

NOTES:

1 Votes "For" and "Against" are expressed as a percentage of votes received. The "For" votes include those giving the Chairman discretion.

2 A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.

3 The total number of ordinary shares in issue, excluding Treasury Shares, on Thursday, 14 May 2020 was 144,921,378.

4 Following completion of the Combination with The Stars Group, Inc. ("TSG") on 5 May 2020, TSG shares were exchanged for Flutter shares at the ratio of 1 TSG share for 0.2253 Flutter Shares. Due to the timing of completion and the time it normally takes for shares to settle in North America, TSG shareholders have not been able to vote on the resolutions proposed at this meeting. As a result, this has impacted on voting turnout. 

5 The Board notes that, although Resolution 9 was passed with the necessary majority, 26.26% of votes received were against. Resolution 9 was proposed in accordance with routine practice for listed companies, and as mentioned in our Notice of AGM, the authority sought by the Company was in line with the guidance issued by the Investment Association's Share Capital Management Guidelines. The Board considers the flexibility afforded by this authority to be in the best interests of the Company and shareholders. In order to further understand the reasons behind this result, the Board will continue to consult and engage with major shareholders and will analyse the votes against. In accordance with the provisions of the 2018 UK Corporate Governance Code, the Company will provide an update on the views received from shareholders and actions taken no later than six months after the AGM.

 

The full text of the resolutions can be found in the Notice of AGM, which is available for inspection at the UK's National Storage Mechanism www.morningstar.co.uk/uk/NSM, and at Euronext Dublin (see below) and on the Company's website at www.flutter.com/investors/shareholder-centre/agm.    

 

A copy of the resolutions passed under special business (as defined by the listing rules of the UK Listing Authority) will shortly be submitted to the UK's National Storage Mechanism for inspection at www.morningstar.co.uk/uk/NSM and forwarded to Euronext Dublin and available for inspection at:

 

Company Announcements Office

Euronext Dublin

28 Anglesea Street

Dublin 2

Ireland

 

Edward Traynor

Company Secretary

Flutter Entertainment plc

 


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 or visit www.rns.com.
 
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