Annual General Meeting Results

RNS Number : 6986H

AFC Energy Plc

07 April 2022

 

AFC Energy PLC

("AFC Energy" or the "Company")

Annual General Meeting Results

7 April 2022

AFC Energy (AIM: AFC), a leading provider of hydrogen power generation technologies, announces that at its Annual General Meeting held at 9.30 am on Thursday 7 April 2022, all resolutions except resolution 9 to remove the cap on NED fees in the Notice of Annual General Meeting dated 11 March 2021 were passed by the necessary majority.

The Company notes that the holders of 31.1% of the votes cast (representing 5.62% of the total voting rights of the Company) voted against the removal of the cap on non-executive directors' fees and therefore the Articles will not be amended at this time. The current cap of £150,000 restricts our ability to pay normal market rate fees to NEDs. By removing the cap and implementing a strict remuneration policy, the committee felt that this was the most appropriate way to ensure that the Company attracts and retains high quality NEDs whilst ensuring fee levels are proportionate with experience and skills. However, given the results of the poll we shall broaden our consultation with shareholders to determine what further actions, if any, need to be taken before seeking approval within the next six months.

The Company also notes that the holders of 23.7% of the votes cast (representing 4.12% of the total voting rights of the Company) voted against the adoption of the accounts. The Board has engaged with several shareholders in recent weeks and understands that the principal concerns for the votes against the resolution to approve the accounts were:

· The independence of the key committees due to one member having previously received part of their fee in the form of warrants,

· The performance conditions for the options granted to the Executive Directors relating only to share price targets,

· The options granted to the Executive Directors under the Transitional Award Plan vesting in less than three years, and

· Repricing of the outstanding awards for the Executive Director.

In December 2021, Monika Biddulph was appointed to the Board increasing the number of independent directors and has subsequently been appointed to the Remuneration and Audit Committees. However, given the results of the poll, the Company commits to ongoing consultation with shareholders to determine what further actions, if any, are required to ensure the independence of key committees.

Previously, reflecting AFC Energy's background as an emerging technology driven company, remuneration structures were contingent on corporate progress and the availability of capital. Given the Company's enhanced status and balance sheet, it has now developed a remuneration policy which ensures that it can attract, retain and motivate senior executives and staff in line with shareholder objectives. Going forward the remuneration report will be put to vote in the AGM and the Company will be consulting with shareholders to determine what further actions, if any, need to be taken when applying the Remuneration Policy in future years and will report back within six months

A summary of the poll is as follows:

Res. No.	Brief Description	Votes for & Discretion	%	Votes against	%	Total votes (ex. withheld)	Votes withheld
ORDINARY RESOLUTIONS
1	FINANCIAL STATEMENTS	97,426,145	76	30,292,879	24	127,719,024	3,645,709
2	RE-ELECT A BOND	125,060,438	95	5,902,273	5	130,962,711	402,022
3	ELECT DR M BIDDULPH	130,877,385	100	219,906	0	131,097,291	267,442
4	ELECT G BULLARD	125,990,711	96	5,076,091	4	131,066,802	294,931
5	RE-APPOINT AUDITORS	130,902,000	100	114,285	0	131,016,285	348,448
6	REMUNERATION OF AUDITORS	130,820,433	100	259,567	0	131,080,000	284,733
7	ALLOT EQUITY SECURITIES	129,896,108	99	1,225,115	1	131,121,223	243,510
SPECIAL RESOLUTIONS
8	PRE-EMPTION RIGHTS	128,208,627	98	2,841,880	2	131,050,507	314,226
9	ARTICLES OF ASSOCIATION	91,546,547	69	41,267,625	31	132,814,172	722,315

Annual General Meeting - proxy voting results

These results are also available to view on the Company's website at

https://www.afcenergy.com/investors/financial-reports/ .

 

END

 

 

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