Result of AGM

RNS Number : 5059N
888 Holdings plc
20 May 2020
 

888 Holdings Public Limited Company announces that at its Annual General Meeting held in London on 20 May 2020 all resolutions were passed on a poll by shareholders. The results of the poll votes are as follows. The number of ordinary shares of GBP£0.005 in issue at the date of the AGM was 368,735,714.

 

Resolution

For

% of Total Votes Cast

Against

% of Total Votes Cast

Vote withheld

1   To receive the Annual Report & Accounts 2019

235,660,970

99.92%

178,334

0.08%

355,966

2   To approve the Directors' Remuneration Report (other than that part containing the Remuneration Policy)

235,697,073

99.79%

492,426

0.21%

5,771

To re-elect Brian Mattingley as a Director

220,493,708

93.35%

15,695,791

6.65%

5,771

To re-elect Itai Pazner as a Director

235,601,918

99.75%

587,581

0.25%

5,771

To re-elect Aviad Kobrine as a Director

235,601,951

99.75%

587,548

0.25%

5,771

To elect Mark Summerfield as a Director

235,783,842

99.83%

405,657

0.17%

5,771

To re-elect Zvika Zivlin as a Director

235,468,861

99.69%

720,638

0.31%

5,771

To re-elect Anne de Kerckhove as a Director

234,009,479

99.08%

2,180,020

0.92%

5,771

To re-appoint Ernst and Young LLP and EY Limited, Gibraltar, as the Company's Auditors

236,183,197

100.00%

1,599

0.00%

10,474

10 To authorise the Audit Committee to agree the remuneration of the Auditors

236,182,364

100.00%

7,102

0.00%

5,804

11 To declare a final dividend of 3.0 cents per ordinary share payable on 22 May 2020 to those shareholders on the register of members of the Company at close of business on 24 April 2020

236,189,499

100.00%

0

0.00%

5,771

12 To renew the Directors' authority to issue shares, as set out in the Notice of Meeting

234,891,837

99.45%

1,296,662

0.55%

6,771

13 To authorize the Company to make market purchases of its ordinary shares, as set out in the Notice of Meeting

235,817,996

99.86%

336,222

0.14%

41,052

14 To renew the Directors' authority to allot equity securities for cash
without first offering them to shareholders, as set out in the Notice of Meeting

236,166,955

99.99%

21,544

0.01%

6,771

15 To renew the Directors' authority to allot equity securities for cash
in connection with an eligible acquisition or specified capital investment without first offering them to shareholders, as set out in the Notice of Meeting

236,172,996

99.99%

15,503

0.01%

6,771

16 To amend the Company's Memorandum & Articles of Association in order to allow general meetings to be held electronically

182,294,592

77.23%

53,749,200

22.77%

151,478

 

Statement regarding AGM Resolution 16: Amendment to Memorandum & Articles of Association of 888 Holdings plc to allow for electronic or hybrid electronic/physical General Meetings in exceptional circumstances

 

The Board recognises the significant percentage of votes cast against this resolution.  The Company notes that it had engaged with major shareholders regarding Resolution 16, culminating in its statement issued by RNS on 15 May 2020 and published on its corporate website pursuant to which the Board intends to use the authority to hold virtual meetings only in exceptional circumstances.  In the coming months, the Company will engage with major shareholders on the concerns raised on this resolution, and in accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.

 

Statement regarding appointment of additional Non-executive Directors

 

In the 888 Holdings plc 2019 Annual Report & Accounts, the Board undertook to provide an update by the Annual General Meeting regarding appointment of additional Non-executive Directors. The Board wishes to clarify that whilst the Nominations Committee has made good progress in identifying potential candidates, the current COVID-19 outbreak has caused some delay to the overall process and timetable. However, the Board is committed to seeking additional Non-executive Directors as well as succession planning for a new Chairman and appointment of a Senior Independent Director. Further updates will follow as and when appropriate.

 


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