REG - Spirent Comms. PLC - Result of AGM

Spirent CommunicationsAnnouncement

26/06/2025 10:00

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RNS Number : 5568O  Spirent Communications PLC  26 June 2025

SPIRENT COMMUNICATIONS PLC

 

RESULT OF 2025 ANNUAL GENERAL MEETING

 

London, UK - 26 June 2025: Spirent Communications plc ("the Company") (LSE:
SPT), the leading provider of automated test and assurance solutions for
next-generation devices and networks, announces that, at the 2025 Annual
General Meeting ("2025 AGM") of the Company held earlier today, all but one of
the resolutions as set out in the Notice of 2025 AGM dated 27 May 2025, were
duly passed by shareholders on a poll. A voting outcome statement is set out
below the poll results, which are as follows and will also be placed on the
Company's website at https://corporate.spirent.com/shareholder-information/agm
(https://corporate.spirent.com/shareholder-information/agm)

 

 Resolution/Voting                                                                   For (incl discretionary)      Against               Withheld
 No.        Item                                                                     No of Shares   %              No of Shares  %       No of Shares
 1          To receive the Annual Report for 2024                                    182,590,822    99.84%         291,686       0.16%   2,126,631
 2          To approve the Report on Directors' remuneration for 2024                26,429,946     14.54%         155,299,996   85.46%  3,279,197
 3          To re-elect Paula Bell as a Director                                     170,238,330    92.03%         14,739,406    7.97%   31,403
 4          To re-elect Maggie Buggie as a Director                                  149,841,718    81.01%         35,135,898    18.99%  31,523
 5          To re-elect Gary Bullard as a Director                                   112,419,602    61.05%         71,729,432    38.95%  860,105
 6          To re-elect Wendy Koh as a Director                                      148,227,083    80.13%         36,750,653    19.87%  31,403
 7          To re-elect Edgar Masri as a Director                                    149,049,636    80.58%         35,928,100    19.42%  31,403
 8          To re-elect Jonathan Silver as a Director                                136,977,908    74.05%         47,999,828    25.95%  31,403
 9          To re-elect Sir Bill Thomas as a Director                                167,435,659    90.51%         17,547,401    9.49%   26,079
 10         To re-elect Eric Updyke as a Director                                    183,382,863    99.14%         1,594,873     0.86%   31,403
 11         To re-appoint Deloitte LLP as auditor                                    184,962,135    99.98%         41,388        0.02%   5,616
 12         To authorise the Directors to determine the remuneration of the auditor  184,958,406    99.98%         28,641        0.02%   22,092
 13         To authorise the Directors to allot securities                           182,845,665    98.83%         2,157,638     1.17%   5,836
 14         To authorise the Directors to disapply pre-emption rights                184,660,328    99.95%         90,631        0.05%   258,180
 15         To authorise the Company to make market purchases of its own shares      184,648,269    99.97%         54,929        0.03%   305,941
 16         To authorise a 14-day notice period for general meetings                 178,027,791    96.23%         6,980,525     3.77%   823

 

Spirent - AGM Voting Outcome Statement

 

The Board notes that resolution 2, to approve the Report on Directors'
remuneration for 2024, was not passed at the 2025 AGM. There was also a
reduced level of support for the re-election of the chair and members of the
Remuneration Committee. We are grateful to the shareholders who supported
their re-election.

 

The decisions in relation to remuneration this year have all been taken in the
extraordinary context of a complex transaction which has been in progress
since the first half of last year.

 

It was vital to retain and motivate our senior leaders during a period of
extended uncertainty and change for the business, ahead of the close of the
Keysight acquisition. It was also important to recognise the impact on trading
caused by this uncertainty. The decisions taken reflect these unusual
circumstances and the Remuneration Committee and the Board firmly believes
that the decisions we have made this year have been necessary in order to
ensure our remuneration decisions were effective and fair.

 

Significant changes in our shareholder base following the announcement of the
acquisition of Spirent by Keysight Technologies - resulting in a large portion
of the register being held through swaps and similar arrangements - resulted
in a low vote, with only 31.83% of the Ordinary Share Capital voting on these
resolutions. This also reduced the Company's ability to consult directly with
shareholders in recent months.

 

Copies of all special resolutions will be submitted to the FCA National
Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

- ends -

 

Enquiries

 Steven Hornbuckle          Spirent Communications plc  +44 (0)1293 767676

 Deputy Company Secretary

 

About Spirent Communications plc

Spirent Communications plc (LSE: SPT) is the leading global provider of
automated test and assurance solutions for networks, cybersecurity and
positioning. The Company provides innovative products, services and managed
solutions that address the test, assurance and automation challenges of a new
generation of technologies, including 5G, SD-WAN, Cloud, autonomous vehicles
and beyond. From the lab to the real world, Spirent helps companies deliver on
their promise to their customers of a new generation of connected devices and
technologies. Further information about Spirent Communications plc can be
found at https://corporate.spirent.com/.

Spirent Communications plc Ordinary Shares are traded on the London Stock
Exchange (ticker: SPT; LEI: 213800HKCUNWP1916L38). The Company operates a
Level 1 American Depositary Receipt (ADR) programme with each ADR representing
four Spirent Communications plc Ordinary Shares. The ADRs trade in the US
over-the-counter (OTC) market under the symbol SPMYY and the CUSIP number is
84856M209. Spirent ADRs are quoted on the Pink OTC Markets electronic
quotation service which can be found at
https://www.otcmarkets.com/marketplaces/otc-pink
(https://www.otcmarkets.com/marketplaces/otc-pink) .

 

Spirent and the Spirent logo are trademarks or registered trademarks of
Spirent Communications plc. All other trademarks or registered trademarks
mentioned herein are held by their respective companies. All rights reserved.

 

Cautionary statement regarding forward-looking statements

This document may contain forward-looking statements which are made in good
faith and are based on current expectations or beliefs, as well as assumptions
about future events. You can sometimes, but not always, identify these
statements by the use of a date in the future or such words as "will",
"anticipate", "estimate", "expect", "project", "intend", "plan", "should",
"may", "assume" and other similar words. By their nature, forward-looking
statements are inherently predictive and speculative and involve risk and
uncertainty because they relate to events and depend on circumstances that
will occur in the future. You should not place undue reliance on these
forward-looking statements, which are not a guarantee of future performance
and are subject to factors that could cause our actual results to differ
materially from those expressed or implied by these statements. The Company
undertakes no obligation to update any forward-looking statements contained in
this document, whether as a result of new information, future events or
otherwise.

 

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