REG-XP Power Ltd: 2025 Annual General Meeting Voting Outcome Update

XP PowerAnnouncement

28/08/2025 11:15

28 August 2025

XP Power Limited

("XP Power" or "the Company")

2025 Annual General Meeting Voting Outcome Update

XP Power is providing an update on engagement with shareholders following the
voting outcomes at its Annual General Meeting held on 24 April 2025 (AGM), in
accordance with Provision 4 of the UK Corporate Governance Code 2024.

At the AGM, Resolution 2, to re-elect Jamie Pike as a Director and Resolution
15, to authorise the Directors to allot shares up to two thirds of the
Company's issued share capital, were approved by 77.80% and 74.85% of the
votes cast, respectively. In addition, Resolution 13, the advisory vote on the
Directors' Remuneration Report was not passed by the requisite majority. The
Company takes shareholder voting outcomes seriously and has continued to
maintain an open dialogue with shareholders since the AGM.

In respect of Resolution 13, the main concern raised by shareholders related
to the Executive Directors' bonus outcome. Ahead of the AGM, the Remuneration
Committee Chair wrote to the Company's top 20 shareholders and engaged with
key investors. During that process, shareholders indicated strong support for
the executive leadership team overall, but some challenged the level of payout
in the wider performance context for the Company. This view was also reflected
in commentary by certain proxy voting advisors, who recommended voting against
this resolution. All feedback received is helpful and will inform the
Committee's thinking as it commences its triennial review of the Directors'
Remuneration Policy. This will be subject to further shareholder consultation
ahead of the Policy's submission for approval at the 2026 AGM.

Regarding Resolutions 2 and 15, the Company noted that the voting outcomes
were primarily the result of two significant shareholders voting against. In
the case of Resolution 2, feedback indicated that opposition to Jamie Pike's
re-election partly reflected frustration from shareholders over company
performance. On Resolution 15, the Board had previously engaged with the
relevant shareholders to understand their positions. Their votes were in line
with internal investment policies, which either oppose the principle of
Directors' authority to allot shares or support a lower threshold than that
proposed. Resolution 15 sought authority to allot shares in line with the
Share Capital Management Guidelines published by the Investment Association.
The Directors have no present intention to use this authority but consider it
appropriate to retain maximum flexibility in managing the Company's financial
resources.

The Company remains committed to ongoing dialogue with shareholders and
welcomes feedback. A final summary of engagement will be included in the
Company's 2025 Annual Report.

Enquiries:

 XP Power                                                 
 Ruth Cartwright, Company Secretary  +44 (0)118 984 5515  
                                                          

 

 

 



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