REG - Weir Group PLC - Result of AGM 2019
RNS Number : 6389XWeir Group PLC30 April 2019THE WEIR GROUP PLC
30 April 2019
AGM Voting Results 2019
The Annual General Meeting of The Weir Group PLC was held on Tuesday 30 April 2019 at 2.30 pm.
All resolutions were passed on a poll. Resolutions 19 to 22 were passed as special resolutions.
The table below sets out the proxy voting results.
VOTES
FOR%
VOTES
AGAINST%
VOTES
TOTAL% of ISC VOTED
VOTES
WITHHELD*Resolution 1
To receive and adopt the report and financial statements.
212,560,343
99.98%
33,619
0.02%
212,593,962
81.89%
2,698,070
Resolution 2
To declare a final dividend.
215,180,419
100%
1,482
0%
215,181,901
82.89%
110,131
Resolution 3
To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy).
198,708,685
93.09%
14,750,923
6.91%
213,459,608
82.23%
1,833,024
Resolution 4
To approve the amendments to the Company's Share Reward Plan and All-Employee Share Ownership Plan.
213,636,608
99.25%
1,606,731
0.75%
215,243,339
82.91%
48,693
Resolution 5
To elect Engelbert Haan as a Director of the Company.
214,724,091
99.81%
408,415
0.19%
215,132,506
82.87%
159,526
Resolution 6
To elect Cal Collins as a Director of the Company.
213,326,599
99.16%
1,803,263
0.84%
215,129,862
82.87%
162,170
Resolution 7
To re-elect Clare Chapman as a Director of the Company.
205,571,610
95.55%
9,567,380
4.45%
215,138,990
82.87%
153,042
Resolution 8
To re-elect Barbara Jeremiah as a Director of the Company.
212,427,119
98.74%
2,707,782
1.26%
215,134,901
82.87%
157,131
Resolution 9
To re-elect Stephen Young as a Director of the Company.
210,170,543
97.69%
4,971,007
2.31%
215,141,550
82.87%
150,482
Resolution 10
To re-elect Charles Berry as a Director of the Company.
211,696,771
98.40%
3,438,990
1.60%
215,135,761
82.87%
152,271
Resolution 11
To re-elect Jon Stanton as a Director of the Company.
213,601,682
99.29%
1,537,678
0.71%
215,139,360
82.87%
149,672
Resolution 12
To re-elect John Heasley as a Director of the Company.
211,978,705
98.53%
3,156,123
1.47%
215,134,828
82.87%
154,204
Resolution 13
To re-elect Mary Jo Jacobi as a Director of the Company.
213,118,813
99.06%
2,011,923
0.94%
215,130,736
82.87%
158,296
Resolution 14
To re-elect Sir Jim McDonald as a Director of the Company.
212,982,575
99%
2,152,103
1%
215,134,678
82.87%
154,354
Resolution 15
To re-elect Rick Menell as a Director of the Company.
156,112,165
75.19%
51,509,215
24.81%
207,621,380
79.98%
7,667,652
Resolution 16
To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company.
215,123,753
99.98%
41,279
0.02%
215,165,032
82.88%
127,000
Resolution 17
That the Company's Audit Committee be authorised to determine the remuneration of the Auditors.
215,147,974
99.99%
29,306
0.01%
215,177,280
82.89%
114,752
Resolution 18
To renew the Directors' general power to allot shares.
201,400,404
93.56%
13,856,963
6.44%
215,257,367
82.92%
34,665
Resolution 19
To partially disapply the statutory pre-emption provisions.
214,710,088
99.75%
545,868
0.25%
215,255,956
82.92%
35,176
Resolution 20
To partially disapply the statutory pre-emption provisions in connection with an acquisition or specified capital investment.
202,177,019
93.92%
13,081,997
6.08%
215,259,016
82.92%
33,016
Resolution 21
To renew the Company's authority to purchase its own shares.
213,792,498
99.48%
1,127,623
0.52%
214,920,121
82.79%
371,018
Resolution 22
To reduce the notice period for general meetings.
204,779,358
95.53%
9,590,320
4.47%
214,369,678
82.58%
922,354
* A vote withheld is not a vote in law and is not counted in the calculation of proportion of votes For and Against a resolution.
With regard to the re-election of Rick Menell, we are pleased that he received votes in favour of over 75%, but note that support for his re-election was not as strong as that shown for other Directors. The context to Rick's extension is set in our Annual Report and this highlights the benefits of his continued service at a time of recent change in both Board composition and portfolio transformation.
As required by the Corporate Governance Code, the Board thought very carefully about Rick's independence when assessing whether to propose he serve a further year and specifically considered the matter of Rick's tenure in considering the extension of his appointment as senior independent director. As set out in the Annual Report, the Nomination Committee were satisfied that Rick's tenure had not compromised his independence in any way and he is and remains independent in character and judgement notwithstanding the fact that he has served on the Board for more than nine years. As such, having made that determination of independence, this would naturally flow through to Committees on which Rick sits.
We maintain a programme of active engagement with our shareholders and will continue to take their views into account. Following election of directors at the AGM, committee composition and succession planning for the role of SID was already on the agenda to be discussed at the June Nomination Committee meeting.
a) Any votes that give discretion to the Chairman have been included in the "For" total.
b) At close of business on 29 April 2019 there were 259,602,052 Ordinary Shares in issue (excluding treasury shares).
A copy of the resolutions passed concerning special business has been submitted and will shortly be available for inspection at the National Storage Mechanism which is located at https://www.morningstar.co.uk/uk/NSM.
For further information, please contact:
Graham Vanhegan
Company Secretary
Telephone: 0141 308 3771
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