REG - Renishaw PLC - Result of AGM

RenishawAnnouncement

29/11/2023 15:00

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RNS Number : 1062V  Renishaw PLC  29 November 2023

Renishaw plc (the "Company")

 

Results of Annual General Meeting 2023

 

All resolutions proposed at the Annual General Meeting ("AGM") held on 29
November 2023 were duly passed on a poll. Resolutions 1 to 15 were passed as
ordinary resolutions and resolution 16 was passed as a special resolution. The
result of the poll is as follows:

 

 Resolution                                                                     Votes For   %      Votes Against  %      Votes Total  % of ISC(1) Voted Excl Withheld  Votes Withheld(2)
 1.     Receive the Annual Report 2023                                          61,646,484  98.41  998,952        1.59   62,645,436   86.06%                           1,252,069
 2.     Approve the Remuneration Policy                                         61,006,328  95.50  2,875,973      4.50   63,882,301   87.76%                           15,204
 3.     Approve the Remuneration Report                                         61,923,884  97.05  1,879,562      2.95   63,803,446   87.66%                           94,059
 4.     Declare a final dividend                                                63,889,934  99.99  4,182          0.01   63,894,116   87.78%                           3,389
 5.     Re-elect David McMurtry as a director                                   43,723,560  68.74  19,887,835     31.26  63,611,395   87.39%                           286,110
 6.     Re-elect John Deer as a director                                        45,497,182  71.52  18,114,153     28.48  63,611,335   87.39%                           286,170
 7.     Re-elect Will Lee as a director                                         63,674,597  99.89  70,955         0.11   63,745,552   87.58%                           151,953
 8.     Re-elect Allen Roberts as a director                                    63,259,563  99.25  479,551        0.75   63,739,114   87.57%                           158,391
 9.     Re-elect Catherine Glickman as a director                               61,947,650  97.19  1,790,230      2.81   63,737,880   87.57%                           159,625
 10.   Re-elect David Grant as a director                                       61,087,343  95.84  2,650,879      4.16   63,738,222   87.57%                           159,283
 11.   Re-elect Juliette Stacey as a director                                   63,159,277  99.09  580,845        0.91   63,740,122   87.57%                           157,383
 12.   Re-elect Stephen Wilson as a director                                    63,438,643  99.53  299,579        0.47   63,738,222   87.57%                           159,283
 13.   Elect Karen Holford as a director                                        63,736,636  99.99  3,486          0.01   63,740,122   87.57%                           157,383
 14.   Re-appoint Ernst & Young LLP as auditors                                 63,451,645  99.31  440,984        0.69   63,892,629   87.78%                           4,876
 15.   Authorise the Audit Committee to determine the auditors' remuneration    63,883,429  99.99  8,438          0.01   63,891,867   87.78%                           5,638
 16.   Authorise the Company to purchase its own shares(3)                      63,442,863  99.30  444,254        0.70   63,887,117   87.77%                           10,388

(1) Issued Share Capital.

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

(3) Special resolution requiring 75% majority.

 

 Votes of independent shareholders on the resolutions concerning the election
 or re-election of the independent Non-executive Directors
 10.   Re-elect Catherine Glickman as a director    23,494,391  92.92  1,790,230  7.08   25,284,621  73.64%  159,625
 11.   Re-elect David Grant as a director           22,634,084  89.52  2,650,879  10.48  25,284,963  73.64%  159,283
 12.   Re-elect Juliette Stacey as a director       24,706,018  97.70  580,845    2.30   25,286,863  73.65%  157,383
 13.   Re-elect Stephen Wilson as a director        24,985,384  98.82  299,579    1.18   25,284,963  73.64%  159,283
 14.   Elect Karen Holford as a director            25,283,377  99.99  3,486      0.01   25,286,863  73.65%  157,383

 

In accordance with Listing Rule 9.2.2E, resolutions 10 to 14 inclusive were
approved by: (a) the shareholders of the Company; and (b) the independent
shareholders of the Company.

 

The total voting rights of the Company on the day on which shareholders had to
be on the register in order to be eligible to vote was 72,788,543.

 

In accordance with Listing Rule 9.6.2R, a copy of resolution 16, which was
passed as a special resolution, has 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) .

 

The Board is pleased that the majority of resolutions were passed with a high
level of support from shareholders. The Board has considered the votes against
resolutions 5, the re-election of Sir David McMurtry (31.26%) and 6, the
re-election of John Deer (28.48%) (together, the "Founders").

 

To better understand the reasoning behind the votes against, meetings have
been held with those shareholders wishing to discuss aspects of corporate
governance in the run up to the AGM. The main matters of concern continue to
be the absence of a relationship agreement between the Founders and the
Company, succession planning and Board diversity.

 

In respect of succession planning and the composition of the Board, the
Nomination Committee continues to monitor, and is supportive of, the current
structure of the Board believing that it provides the Company with access to
significant strategic vision, commercial experience, and operational and
international expertise. The Board keeps its skills and experience under
review and a succession planning exercise for both Board and key operational
roles has recently taken place to encourage a diverse pipeline of talent for
senior managerial roles. Further, and as previously announced, the Board has
appointed Professor Karen Holford, Independent Non-executive Director, taking
the number of independent Non-executive Directors to five, and increasing the
gender diversity of the Board.

 

As indicated in the previous six months update statement released on 16 May
2023, the Board will continue to consult with its shareholders on these
matters. An update statement will be released within six months.

 

Renishaw plc

29 November 2023

 

 Registered office:  New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR
 Registered number:  01106260, England and Wales
 Contact name:       Karen Atterbury
 Contact telephone:  01453 524524

www.renishaw.com (http://www.renishaw.com)

 

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