Results of Annual General Meeting

RNS Number : 0676C

Braemar PLC

06 October 2022

 

6 October 2022

BRAEMAR   PLC

("Braemar", the "Company" or the "Group")

Results of Annual General Meeting

Braemar Plc (LSE: BMS), a leading international Shipbroker and provider of expert advice in shipping investment, chartering and risk management services, i s pleased to announce that each of the resolutions proposed at its reconvened Annual General Meeting (the "AGM") held earlier today were duly passed by means of a poll vote.

The poll results were as follows:

	Resolution	Votes For	% For	Votes Against	% Against	Total Votes	% of ISC voted	Votes Withheld
1	Annual report and financial statements	10,827,437	99.96	3,940	0.04	10,831,377	33.30%	6,403
2	Directors' Remuneration Report	4,348,717	71.24	1,755,702	28.76	6,104,419	18.77%	1,143,182
3	Final dividend	10,834,168	99.99	660	0.01	10,834,828	33.32%	2,952
18	Rectification of historic dividends	10,812,079	99.97	3,681	0.03	10,815,760	33.26%	22,020

In accordance with the 2018 UK Corporate Governance Code, the Board notes that although Resolution 2 (Approval of the Directors' Remuneration Report ("DRR")) passed with the requisite majority, it received 20% or more votes against the Board's recommendation.

The Board considers that the existing DRR is in the best interests of all stakeholders of the business and that the Remuneration Committee has discharged its duties properly. Accordingly, the Board will continue to support the DRR in its present form. In formulating its remuneration policies and the DRR itself, the Remuneration Committee has taken extensive external advice and has largely followed that advice. In recommending the DRR, the Remuneration Committee has, in particular, recognised that senior executive Board members have important dual responsibilities both as Group executives and day to day, frontline operators. The Remuneration Committee is particularly mindful that were these roles to be separated, significant additional cost to shareholders would be incurred.

The Board further notes that some of the votes against the DRR were cast as a result of a "vote against" recommendation being received from certain proxy shareholder companies. Certain of these recommendations have been made on the basis of the internal opinions of these proxy advisory firms, opinions formed both without consultation with the Company and which are not aligned with the Company's governance framework. As a general rule, where such proxy advisory companies make their recommendations based upon the governance framework that Braemar is governed by, then the Board takes note of such recommendations and takes appropriate remedial action. Where, however, such recommendations reflect the opinions of the proxy advisory firms which are not aligned with the company's governance framework, then in the absence of any one-to-one discussion with individual shareholders, the Board does not ordinarily take any further action.

Following the approval of Resolution 18, the Company has now entered into the Directors' Deed of Release (as defined in the Notice of Braemar's 2022 Annual General Meeting), which constituted a smaller related party transaction pursuant to LR 11.1.10 R. Further details of the Directors' Deed of Release are set out in the Company's announcement dated 27 July 2022 and the Notice of Braemar's 2022 Annual General Meeting.

The Board and the Remuneration Committee encourage an open and constructive dialogue directly with its shareholders and continue to be willing to engage with any shareholder on any relevant topics should they so wish.

Please note that a vote withheld is not a vote under English law and is not counted in the calculation of the votes "for" and "against" a resolution.  The total voting rights that members were entitled to exercise at the AGM were 35,522,092.

For further information, contact:

Braemar Plc
James Gundy, Group Chief Executive Officer		Tel [phone]
Nick Stone, Chief Financial Officer
Investec Bank plc
Gary Clarence / Harry Hargreaves / Alice King		Tel [phone]
Cenkos Securities plc Ben Jeynes / Max Gould (Corporate Finance) Alex Pollen / Leif Powis (Sales)		Tel [phone]
Buchanan
Charles Ryland / Stephanie Whitmore / Jack Devoy		Tel [phone]

Notes to Editors:

About Braemar Plc

Braemar provides expert advice in shipping investment, chartering, and risk management to enable its clients to secure sustainable returns and mitigate risk in the volatile world of shipping. Our experienced brokers work in tandem with specialist professionals to form teams tailored to our customers' needs, and provide an integrated service supported by a collaborative culture.

Braemar joined the Official List of the London Stock Exchange in November 1997 and trades under the symbol BMS.

For more information, including our investor presentation, visit  www.braemar.com and follow Braemar on LinkedIn

 

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