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RNS Number : 9223J Rotork PLC 29 April 2022
29 April 2022
Rotork Plc
('the Company' or 'Rotork')
2022 Annual General Meeting - Poll Results
The Company's 2022 Annual General Meeting ('AGM') was held today at Bailbrook
House Hotel, Eveleigh Avenue, London Road West, Bath, BA1 7JD. All
resolutions proposed to the meeting were decided on by a poll and were passed.
Resolutions 1 to 16 were each passed as an ordinary resolution (requiring a
simple majority) and resolutions 17 to 21 were each passed as a special
resolution (requiring at least a 75% majority).
The following table summarises the final poll result for each resolution:
Resolution For (2) Against(2) Total Votes Cast No. of Votes withheld(3)
No. of Shares % No. of Shares % No. of Shares %
1. To receive the 2021 Annual Report and audited accounts 736,110,184 99.99 77,330 0.01 736,187,514 85.56% 566,157
2. To declare a final dividend of 4.05p per ordinary share 736,590,497 99.98 155,354 0.02 736,745,851 85.63% 10,171
3. To approve the Directors' Remuneration Report 723,419,471 98.89 8,098,411 1.11 731,517,882 85.02% 5,236,581
4. To re-elect AC Andersen as a director 588,174,246 79.89 148,038,163 20.11 736,212,409 85.57% 502,044
5. To re-elect TR Cobbold as a director 728,356,448 98.93 7,891,160 1.07 736,247,608 85.57% 506,855
6. To re-elect JM Davis as a director 732,770,735 99.53 3,475,274 0.47 736,246,009 85.57% 498,454
7. To re-elect PG Dilnot as a director 726,552,285 98.96 7,651,816 1.04 734,204,101 85.33% 2,550,362
8. To elect KT Huynh as a director 734,474,703 99.76 1,730,666 0.24 736,205,369 85.57% 549,094
9. To re-elect MJ Lamb as a director 721,969,037 98.06 14,286,405 1.94 736,255,442 85.57% 500,580
10. To elect KFS Meurk-Harvey as a director 734,358,310 99.74 1,889,298 0.26 736,247,608 85.57% 506,855
11. To re-elect JE Stipp as a director 728,396,704 98.93 7,849,660 1.07 736,246,364 85.57% 508,099
12. To re-appoint Deloitte LLP as Auditor of the Company 734,351,137 99.98 181,851 0.02 734,532,988 85.37% 2,223,034
13. To authorise the Audit Committee to determine Auditor's remuneration 736,352,256 99.98 161,298 0.02 736,513,554 85.60% 242,468
14. Authority to make political donations 718,361,938 97.63 17,463,316 2.37 735,825,254 85.52% 930,768
15. Authority for the directors to allot shares 636,169,485 86.42 99,975,942 13.58 736,145,427 85.56% 610,595
16. Authority to adopt new rules of the Rotork Share Incentive Plan 734,771,088 99.76 1,790,412 0.24 736,561,500 85.61% 194,522
17. General authority to dis-apply pre-emption rights* 734,622,910 99.79 1,561,168 0.21 736,184,078 85.56% 445,469
18. Authority to dis-apply pre-emption rights for acquisitions / capital 726,507,715 98.72 9,393,327 1.28 735,901,042 85.53% 854,188
investments*
19. Authority to purchase own ordinary shares* 736,140,371 99.96 290,249 0.04 736,430,620 85.59% 208,927
20. Authority to purchase own preference shares* 733,296,942 99.57 3,137,991 0.43 736,434,933 85.59% 204,614
21. Authority to reduce notice period for general meetings* 603,342,109 83.47 119,498,243 16.53 722,840,352 84.01% 13,915,670
*Passed as a special resolution
The Board of Rotork plc is pleased to note that all resolutions were passed at
today's AGM and welcomes the continued support of the Company's shareholders
for all the resolutions proposed.
The Board notes the result of resolution 4 relating to the re-election of Ann
Christin Andersen. The Board believes that she continues to discharge her role
at Rotork plc effectively. However, the Board takes seriously the results of
the AGM and will engage with shareholders to understand and discuss their
concerns regarding over-boarding and will publish an update on that
consultation within six months of the AGM.
Notes:
1. The total votes cast in favour of each resolution include those
giving the Chairman discretion.
2. Votes "For" and "Against" are expressed as a percentage of votes
received with percentages rounded to two decimal places.
3. A "vote withheld" is not a vote in law and is not counted in the
calculation of the votes "for" or "against" a resolution.
4. The total number of ordinary 0.5p shares in issue on 29 April 2022
was 860,395,781 with no shares being held in treasury. The total number of
voting rights in respect of these ordinary shares was 860,395,781 with each
ordinary share having one vote.
5. In accordance with Listing Rule 9.6.2, a copy of each of all
resolutions passed by the Company, other than those resolutions concerning
ordinary business, will be submitted to the UK Listing Authority and made
available for inspection from the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
6. A copy of this announcement has been posted on the Company's website at
www.rotork.com/investors/index/agm (http://www.rotork.com/investors/index/agm)
.
7. Legal Entity Identifier: 213800AH5RZIHGWRJ718
Enquiries:
Rotork plc Tel: +44 (0)1225 733 200
Stuart Pain, Group General Counsel & Company Secretary
Andrew Carter, Investor Relations Director
FTI Consulting
Nick Hasell/Susanne Yule Tel: + 44 (0)20 3727 1340
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