REG - PZ CUSSONS PLC - Result of AGM

PZ CussonsAnnouncement

23/11/2023 18:00

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RNS Number : 5262U  PZ CUSSONS PLC  23 November 2023

23 November 2023

 

PZ CUSSONS PLC

(the 'Company')

 

Annual General Meeting

 

At the Annual General Meeting of the Company held today at Manchester Business
Park, 3500 Aviator Way, Manchester, M22 5TG all resolutions were passed on a
poll.

 

The polling results for each resolution are set out below:

 

      RESOLUTION                                                                   VOTES FOR      %      VOTES AGAINST  %      VOTES TOTAL    % of ISC VOTED  VOTES WITHHELD
 1    To receive the audited financial statements                                   343,899,794   99.99   20,098        0.01    343,919,892   80.22            192,721
 2    To approve the Report on Directors' Remuneration                              321,140,960   93.34   22,924,118    6.66    344,065,078   80.25            47,535
 3    To approve the Directors Remuneration Policy                                  236,473,923   71.24   95,488,209    28.76   331,962,132   77.43            12,150,481
 4    To declare a final dividend                                                   322,595,244   93.76   21,468,612    6.24    344,063,856   80.25            48,757
 5    To re-elect J C Myers                                                         343,940,555   99.96   136,165       0.04    344,076,720   80.26            35,893
 6    To re-elect S Pollard                                                         343,956,747   99.98   81,204        0.02    344,037,951   80.25            74,662
 7    To elect D A Tyler                                                            342,798,483   99.65   1,216,086     0.35    344,014,569   80.24            98,044
 8    To re-elect K Bashforth                                                       315,036,306   91.57   28,997,387    8.43    344,033,693   80.25            78,920
 9    To re-elect J R Nicolson                                                      320,852,204   93.25   23,219,089    6.75    344,071,293   80.25            41,320
 10   To re-elect J C D Townsend                                                    321,578,690   93.47   22,454,794    6.53    344,033,484   80.25            79,129
 11   To re-elect J Sodha                                                           315,040,993   91.57   28,991,247    8.43    344,032,240   80.25            80,373
 12   To re-elect V Juarez                                                          312,147,196   90.73   31,887,044    9.27    344,034,240   80.25            78,373
 13   To appoint the auditor of the                                                 343,982,328   99.98   70,146        0.02    344,052,474   80.25            60,139

      Company
 14   To fix the                                                                    344,007,019   99.99   41,851        0.01    344,048,870   80.25            63,743

      remuneration of the auditor
 15   To allot shares                                                               321,744,413   93.52   22,305,387    6.48    344,049,800   80.25            62,813
 16*  To disapply statutory pre-emption rights on the allotment of shares           311,330,806   90.51   32,658,097    9.49    343,988,903   80.24            123,444
 17*  To disapply statutory pre-emption rights on the allotment of shares for an    298,468,191   86.75   45,571,126    13.25   344,039,317   80.25            73,296
      acquisition or capital investment
 18*  To make market purchases of Ordinary Shares                                   343,935,054   99.98   84,776        0.02    344,019,830   80.24            92,783
 19*  To permit the calling of a general meeting with no less than 14 clear days'   319,944,138   92.98   24,153,328    7.02    344,097,466   80.26            14,997
      notice
 20   To make political donations                                                   341,886,055   99.36   2,204,782     0.64    344,090,837   80.26            21,776

 

*Special Resolution

VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE
RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

     Resolution                  VOTES FOR    %      VOTES AGAINST  %      VOTES TOTAL    % of ISC VOTED
 8   To re-elect K Bashforth     133,262,929  82.13   28,997,387    17.87   162,260,316   66.55
 9   To re-elect J R Nicolson    139,078,827  85.69   23,219,089    14.31   162,297,916   66.57
 10  To re-elect J C D Townsend  139,805,313  86.16   22,454,794    13.84   162,260,107   66.55
 11  To re-elect J Sodha         133,267,616  82.13   28,991,247    17.87   162,258,863   66.55
 12  To re-elect V Juarez        130,373,819  80.35   31,887,044    19.65   162,260,863   66.55

 

Notes:

 

(a) The votes "for" include those votes giving the Chair discretion.

(b) A "vote withheld" is not counted towards the votes cast "for" or "against"
a resolution.

(c) The total number of shares in issue on 23 November 2023 was 428,724,960.

(d) In accordance with LR 9.6.2, copies of the relevant ordinary and special
resolutions passed at the meeting have been submitted to the FCA's National
Storage Mechanism and will shortly be available to view at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The full text of
the resolutions passed at the Annual General Meeting can be found in the
Notice of Annual General Meeting, which is available for inspection at the
National Storage Mechanism and also on the Company's website at
www.pzcussons.com (http://www.pzcussons.com) .

(e) The Board notes that Resolution 3 received a number of votes against
which, based on extensive engagement with shareholders, the Board understands
is primarily attributable to the adoption of a Restricted Share Plan
(RSP). The Remuneration Committee continues to believe that the adoption of
an RSP will more closely align the interests of our Executive Directors with
shareholders. The Board recognises the time and feedback already provided by
investors on this matter and will continue to engage constructively with
shareholders. In accordance with the 2018 Corporate Governance Code, the
Board will provide an update within six months of the Annual General Meeting.

 

 

K Massie

 

Company Secretary

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