REG - Rio Tinto - Results of voting at Rio Tinto AGMs <Origin Href="QuoteRef">RIO.L</Origin>

Rio TintoAnnouncement

04/05/2017 07:05

RNS Number : 1303E
Rio Tinto PLC
04 May 2017
Rio Tinto Annual General Meetings
4 May 2017
The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 12 April 2017 and 
4 May 2017 respectively. 
Under Rio Tinto's dual listed companies structure established in 1995, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are taken through a joint electoral procedure. Resolutions 1 to 19 contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 20 to 23 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and resolution 20 of the Rio Tinto Limited notice of meeting was put to Rio Tinto Limited shareholders only.
All resolutions were carried by poll. The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. These results are as set out below. Information on the final proxy position for each company is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out in Appendix 2.
In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed by Rio Tinto plc shareholders, other than ordinary business, have been submitted to the National Storage Mechanism and are available for inspection at http://www.morningstar.co.uk/uk/NSM
The following resolutions, which were put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll at the respective annual general meetings, were subject to the joint electoral procedure and the aggregate results of the joint polls were as follows: 
 


For
Against
Withheld / 
Abstained 
Result
1
Receipt of the 2016 Annual report
1,239,477,785
13,288,213
5,245,517
CARRIED
2
Approval of the Directors' report on Remuneration and Remuneration Committee chairman's letter
1,129,958,024
92,941,663
35,076,929
CARRIED
3
Approval of the Remuneration Report
1,132,204,096
101,328,803
24,441,482
CARRIED
4
Approval of potential termination benefits
1,226,592,667
29,138,285
2,245,979
CARRIED
5
To re-elect Megan Clark as a director
1,253,012,384
3,887,320
1,135,664
CARRIED
6
To elect David Constable as a director
1,070,744,135
3,560,357
183,728,871
CARRIED
7
To re-elect Jan du Plessis as a director
1,221,269,986
29,515,768
7,239,952
CARRIED
8
To re-elect Ann Godbehere as a director
1,245,035,496
11,832,885
1,163,658
CARRIED
9
To elect Simon Henry as a director, effective as of 1 July 2017
1,071,367,517
2,925,531
183,739,004
CARRIED
10
To elect Jean-Sbastien Jacques as a director
1,254,397,011
2,488,954
1,146,349
CARRIED
11
To elect Sam Laidlaw as a director
1,070,828,199
2,062,104
185,142,738
CARRIED
12
To re-elect Michael L'Estrange as a director
1,253,885,077
2,959,827
1,186,925
CARRIED
13
To re-elect Chris Lynch as a director
1,253,384,068
3,518,460
1,131,275
CARRIED
14
To re-elect Paul Tellier as a director
1,246,728,108
9,586,996
1,714,265
CARRIED
15
To re-elect Simon Thompson as a director
1,248,862,846
8,135,723
1,035,005
CARRIED
16
To re-elect John Varley as a director
1,240,061,280
16,430,593
1,541,246
CARRIED
17
Re-appointment of auditors
1,228,410,037
29,056,351
560,666
CARRIED
18
Remuneration of auditors
1,253,589,364
3,807,246
633,494
CARRIED
19
Authority to make political donations
1,246,631,614
10,579,199
816,527
CARRIED
 In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at Rio Tinto plc's meeting are aggregated with "abstained" votes at Rio Tinto Limited's meeting. For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.
The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 12 April 2017. Resolution 20 was carried as an ordinary resolution and resolutions 21 to 23 as special resolutions. The results of the polls were as follows:


For
Against
Withheld
Result
20
General authority to allot shares
915,275,730
101,128,256
2,035,465
CARRIED
21
Disapplication of pre-emption rights
773,128,535
242,117,246
3,187,669
CARRIED
22
Authority to purchase Rio Tinto plc shares
1,003,583,580
14,357,517
495,043
CARRIED
23
Notice period for general meetings other than annual general meetings
965,487,970
52,601,901
346,346
CARRIED
The following resolution was put to Rio Tinto Limited shareholders only and carried at the Rio Tinto Limited meeting held on 4 May 2017 as a special resolution. The result of the poll was as follows:


For
Against
Abstained
Result
20
Renewal of off-market and on-market share buy-back authorities
235,806,310
1,321,069
2,469,050
CARRIED
Steve Allen
Company Secretary 
Tim Paine
Joint Company Secretary
Rio Tinto plc
6 St James's Square
London SW1Y 4AD
United Kingdom
T +44 20 7781 2058
Registered in England 
No. 719885
Rio Tinto Limited
120 Collins Street
Melbourne 3000
Australia 
T +61 3 9283 3333
Registered in Australia
ABN 96 004 458 404


Appendix 1
FINAL PROXY POSITION
Shareholders are encouraged to look at the voting figures provided in the main part of this announcement, as proxy figures may not be an accurate indication of the voting at the general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself. 
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS 
References in this appendix in respect of resolutions 1-19 to an appointment specifying that a proxy abstain on a resolution should, when referring to voting at Rio Tinto plc's annual general meeting, be taken as references to the appointment specifying that the proxy withhold from voting on a resolution.
The proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares in accordance with the DLC structure) on the resolutions put to both Rio Tinto plc and Rio Tinto Limited shareholders under the joint electoral procedure was as follows:

Rio Tinto plc
Rio Tinto Limited
1. Receipt of the 2016 Annual report


Total number of proxy votes exercisable by all proxies validly appointed:
1,018,160,230
234,485,796
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,004,026,553
231,216,756
(ii) was to vote against the resolution
13,189,190
98,396
(iii) was to abstain on the resolution
251,367
4,993,699
(iv) may vote at the proxy's discretion
944,487
3,170,644
2. Approval of the Directors' report on Remuneration and Remuneration Committee chairman's letter

Total number of proxy votes exercisable by all proxies validly appointed:
985,788,616
236,997,221
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
919,468,506
206,786,971
(ii) was to vote against the resolution
65,395,616
27,090,188
(iii) was to abstain on the resolution
32,625,440
2,449,511
(iv) may vote at the proxy's discretion
924,494
3,120,062
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
3. Approval of the Remuneration Report


Total number of proxy votes exercisable by all proxies validly appointed:
995,872,922
237,547,716
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
921,721,102
206,712,910
(ii) was to vote against the resolution
73,158,796
27,711,749
(iii) was to abstain on the resolution
22,539,498
1,899,015
(iv) may vote at the proxy's discretion
993,024
3,123,057
4. Approval of potential termination benefits


Total number of proxy votes exercisable by all proxies validly appointed:
1,016,964,537
238,656,671
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
990,157,245
232,283,514
(ii) was to vote against the resolution
25,836,769
3,265,615
(iii) was to abstain on the resolution
1,450,443
791,456
(iv) may vote at the proxy's discretion
970,523
3,107,542
5. To re-elect Megan Clark as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,017,608,606
239,173,478
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,013,426,974
235,343,013
(ii) was to vote against the resolution
3,223,634
651,352
(iii) was to abstain on the resolution
805,542
326,102
(iv) may vote at the proxy's discretion
957,998
3,179,113
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
6. To elect David Constable as a director


Total number of proxy votes exercisable by all proxies validly appointed:
835,051,958
239,136,948
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
831,260,291
235,233,647
(ii) was to vote against the resolution
2,834,777
720,478
(iii) was to abstain on the resolution
183,362,219
362,632
(iv) may vote at the proxy's discretion
956,890
3,182,823
7. To re-elect Jan du Plessis as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,011,822,475
238,855,146
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
984,616,552
232,853,516
(ii) was to vote against the resolution
26,256,717
2,830,136
(iii) was to abstain on the resolution
6,591,910
644,289
(iv) may vote at the proxy's discretion
949,206
3,171,494
8. To re-elect Ann Godbehere as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,017,596,709
239,157,620
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,006,703,125
234,131,998
(ii) was to vote against the resolution
9,952,559
1,867,327
(iii) was to abstain on the resolution
817,679
341,959
(iv) may vote at the proxy's discretion
941,025
3,158,295
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
9. To elect Simon Henry as a director, effective as of 1 July 2017


Total number of proxy votes exercisable by all proxies validly appointed:
835,045,221
239,132,211
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
831,884,957
235,244,979
(ii) was to vote against the resolution
2,217,165
700,757
(iii) was to abstain on the resolution
183,367,736
367,278
(iv) may vote at the proxy's discretion
943,099
3,186,475
10. To elect Jean-Sbastien Jacques as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,017,605,445
239,163,236
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,014,550,463
235,581,837
(ii) was to vote against the resolution
2,099,478
385,957
(iii) was to abstain on the resolution
807,184
336,343
(iv) may vote at the proxy's discretion
955,504
3,195,442
11. To elect Sam Laidlaw as a director


Total number of proxy votes exercisable by all proxies validly appointed:
833,638,687
239,136,000
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
831,789,011
234,769,861
(ii) was to vote against the resolution
895,395
1,161,129
(iii) was to abstain on the resolution
184,775,703
363,045
(iv) may vote at the proxy's discretion
954,281
3,205,010
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
12. To re-elect Michael L'Estrange as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,017,601,325
239,128,926
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,014,512,648
235,113,234
(ii) was to vote against the resolution
2,139,428
813,630
(iii) was to abstain on the resolution
812,852
370,654
(iv) may vote at the proxy's discretion
949,249
3,202,062
13. To re-elect Chris Lynch as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,017,625,482
239,159,546
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,013,945,709
235,134,984
(ii) was to vote against the resolution
2,703,822
808,357
(iii) was to abstain on the resolution
787,223
340,032
(iv) may vote at the proxy's discretion
975,951
3,216,205
14. To re-elect Paul Tellier as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,017,060,309
239,140,743
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,008,571,836
234,285,495
(ii) was to vote against the resolution
7,517,542
1,647,960
(iii) was to abstain on the resolution
1,351,409
358,836
(iv) may vote at the proxy's discretion
970,931
3,207,288
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
15. To re-elect Simon Thompson as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,017,734,503
239,148,480
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,012,909,201
231,647,864
(ii) was to vote against the resolution
3,850,845
4,281,783
(iii) was to abstain on the resolution
679,886
351,099
(iv) may vote at the proxy's discretion
974,457
3,218,833
16. To re-elect John Varley as a director


Total number of proxy votes exercisable by all proxies validly appointed:
1,017,221,267
239,152,480
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,003,612,680
232,573,986
(ii) was to vote against the resolution
12,641,940
3,365,557
(iii) was to abstain on the resolution
1,192,667
347,099
(iv) may vote at the proxy's discretion
966,647
3,212,937
17. Re-appointment of auditors


Total number of proxy votes exercisable by all proxies validly appointed:
1,018,168,820
239,180,876
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
991,490,623
233,044,319
(ii) was to vote against the resolution
25,734,611
2,901,981
(iii) was to abstain on the resolution
240,533
318,380
(iv) may vote at the proxy's discretion
943,586
3,234,576
PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc
Rio Tinto Limited
18. Remuneration of auditors


Total number of proxy votes exercisable by all proxies validly appointed:
1,018,158,449
239,125,641
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,014,598,930
234,721,337
(ii) was to vote against the resolution
2,606,460
1,193,085
(iii) was to abstain on the resolution
255,861
372,109
(iv) may vote at the proxy's discretion
953,059
3,211,219
19. Authority to make political donations


Total number of proxy votes exercisable by all proxies validly appointed:
1,017,905,059
239,189,692
Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,009,751,560
232,748,157
(ii) was to vote against the resolution
7,198,237
3,319,802
(iii) was to abstain on the resolution
506,243
309,434
(iv) may vote at the proxy's discretion
955,262
3,121,733
PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 12 APRIL 2017

Rio Tinto plc

20. General authority to allot shares


Total number of proxy votes exercisable by all proxies validly appointed:
1,016,382,262

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
914,308,462

(ii) was to vote against the resolution
101,113,807

(iii) was to abstain on the resolution
2,035,434

(iv) may vote at the proxy's discretion
959,993

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 12 APRIL 2017

Rio Tinto plc

21. Disapplication of pre-emption rights


Total number of proxy votes exercisable by all proxies validly appointed:
1,015,226,754

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
772,168,042

(ii) was to vote against the resolution
242,101,354

(iii) was to abstain on the resolution
3,187,636

(iv) may vote at the proxy's discretion
957,358

22. Authority to purchase Rio Tinto plc shares


Total number of proxy votes exercisable by all proxies validly appointed:
1,017,919,363

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
1,003,055,696

(ii) was to vote against the resolution
13,927,315

(iii) was to abstain on the resolution
495,022

(iv) may vote at the proxy's discretion
936,352

23. Notice period for general meetings other than annual general meetings


Total number of proxy votes exercisable by all proxies validly appointed:
1,018,068,049

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i) was to vote for the resolution
964,939,570

(ii) was to vote against the resolution
52,183,038

(iii) was to abstain on the resolution
346,337

(iv) may vote at the proxy's discretion
945,441

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 4 MAY 2017


Rio Tinto Limited
20 Renewal of off-market and on-market share buy-back authorities


Total number of proxy votes exercisable by all proxies 
validly appointed:

237,029,826
Total number of proxy votes in respect of which the 
appointments specified that the proxy:


(i) was to vote for the resolution

232,539,423
(ii) was to vote against the resolution

1,300,365
(iii) was to abstain on the resolution

2,468,011
(iv) may vote at the proxy's discretion

3,190,038

Appendix 2
VOTES CAST AS A PERCENTAGE OF ISSUED CAPITAL
For the purposes of section 341 of the UK Companies Act 2006 (as amended by The Companies (Shareholders' Rights) Regulations 2009) and in respect of Rio Tinto plc, the votes validly cast are expressed as a percentage of Rio Tinto plc's total issued share capital as at 6pm on 10 April 2017.
In respect of Rio Tinto Limited, the votes validly cast are expressed as a percentage of Rio Tinto Limited's issued capital as at 7pm on 2 May 2017. 
It should be noted that "withheld" votes at Rio Tinto plc's meeting and "abstained" votes at Rio Tinto Limited's meeting are not included in the calculation of the proportion of total votes cast on each resolution. For UK Law purposes, a vote "withheld' is not a vote in law.


Rio Tinto plc votes cast as a percentage of Rio Tinto plc's issued capital
Rio Tinto Limited votes cast as a percentage of Rio Tinto Limited's issued capital
Joint Decision Matters


1
Receipt of the 2016 Annual report
74.12%
55.30%
2
Approval of the Directors' report on Remuneration and Remuneration Committee chairman's letter
71.77%
55.89%
3
Approval of the Remuneration Report
72.50%
56.02%
4
Approval of potential termination benefits
74.04%
56.28%
5
To re-elect Megan Clark as a director
74.08%
56.41%
6
To elect David Constable as a director
60.79%
56.40%
7
To re-elect Jan du Plessis as a director
73.66%
56.33%
8
To re-elect Ann Godbehere as a director
74.08%
56.40%
9
To elect Simon Henry as a director, effective as of 1 July 2017
60.79%
56.40%
10
To elect Jean-Sbastien Jacques as a director
74.08%
56.40%
11
To elect Sam Laidlaw as a director
60.69%
56.40%
12
To re-elect Michael L'Estrange as a director
74.08%
56.40%
13
To re-elect Chris Lynch as a director
74.08%
56.40%
14
To re-elect Paul Tellier as a director
74.04%
56.40%
15
To re-elect Simon Thompson as a director
74.09%
56.40%
16
To re-elect John Varley as a director
74.06%
56.40%
17
Re-appointment of auditors
74.12%
56.41%
18
Remuneration of auditors
74.12%
56.39%
19
Authority to make political donations
74.10%
56.41%
Rio Tinto plc only matters


20
General authority to allot shares
73.99%

21
Disapplication of pre-emption rights
73.91%

22
Authority to purchase Rio Tinto plc shares
74.11%

23
Notice period for general meetings other than annual general meetings
74.12%

Rio Tinto Limited only matters


20
Renewal of off-market and on-market share buy-back authorities
55.90%

This information is provided by RNS
The company news service from the London Stock Exchange
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