Result of AGM

RNS Number : 4750F

Indivior PLC

17 May 2017

 

Indivior PLC (the 'Company')

Poll results of 3^rd Annual General Meeting ('AGM')

May 17, 2017

The Company announces that at its AGM, held on May 17, 2017, all resolutions set out in the Notice of AGM were passed on a poll. 

Resolutions 1 to 17 were passed as Ordinary Resolutions and Resolutions 18 to 21 were passed as Special Resolutions. The following table sets out the votes cast on each resolution: 

RESOLUTION	VOTES  FOR	%	VOTES  AGAINST	%	VOTES  TOTAL	% of ISC VOTED	VOTES  WITHHELD
1. To receive the Company's accounts, the strategic report and reports of the Directors and the Auditor for the year ended December 31, 2016.	524,593,969	100.00	15,100	0.00	524,609,069	72.76	2,249,385
2. To approve the Directors' Remuneration Report for the year ended December 31, 2016.	491,470,055	93.29	35,357,161	6.71	526,827,216	73.07	38,905
3. To re-appoint Howard Pien as a Director.	494,499,743	94.18	30,581,956	5.82	525,081,699	72.83	1,777,552
4. To re-appoint Shaun Thaxter as a Director.	526,781,490	99.99	32,605	0.01	526,814,095	73.07	45,057
5. To re-appoint Mark Crossley as a Director.	526,793,635	100.00	20,125	0.00	526,813,760	73.07	45,391
6. To re-appoint Yvonne Greenstreet as a Director.	392,217,897	75.47	127,514,829	24.53	519,732,726	72.09	7,126,426
7. To re-appoint A. Thomas McLellan as a Director.	367,951,220	70.80	151,784,716	29.20	519,735,936	72.09	7,123,216
8. To re-appoint Tatjana May as a Director.	526,778,462	99.99	35,744	0.01	526,814,206	73.07	44,946
9. To re-appoint Lorna Parker as a Director.	526,716,359	99.98	101,025	0.02	526,817,384	73.07	41,768
10. To re-appoint Daniel J. Phelan as a Director.	522,856,902	99.25	3,959,688	0.75	526,816,590	73.07	42,562
11. To re-appoint Christian Schade as a Director.	526,439,271	99.93	376,961	0.07	526,816,232	73.07	42,920
12. To re-appoint Daniel Tassé as a Director.	526,785,878	100.00	25,002	0.00	526,810,880	73.07	48,272
13. To re-appoint Lizabeth Zlatkus as a Director.	526,770,965	99.99	43,365	0.01	526,814,330	73.07	44,822
14. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company.	520,059,460	98.72	6,767,691	1.28	526,827,151	73.07	32,000
15. To authorize the Audit Committee of the Board to determine the remuneration of the Auditors.	524,649,612	99.59	2,201,640	0.42	526,851,252	73.07	7,600
16. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure.	520,738,886	98.85	6,063,612	1.15	526,802,498	73.07	46,645
17. That the Directors be generally and unconditionally authorized to allot shares in the Company up to an aggregate nominal amount of US$48,051,850.	521,220,993	98.94	5,599,906	1.06	526,820,899	73.07	38,253
18. That the Directors be authorized to disapply pre-emption rights up to 5% of the issued capital.	526,674,569	99.97	135,576	0.03	526,810,145	73.07	49,006
19. That the Directors be authorized to disapply pre-emption rights up to an additional 5% for transactions which the Board determines to be an acquisition or other capital investment.	520,497,517	98.80	6,318,185	1.20	526,815,702	73.07	43,448
20. That the Company be generally and unconditionally authorized to make market purchases of its own ordinary shares.	518,740,916	98.77	6,471,697	1.23	525,212,613	72.85	1,646,538
21. That a general meeting other than an annual general meeting may be called on 14 clear days' notice.	511,083,505	97.07	15,449,689	2.93	526,533,194	73.03	324,693

At the Annual General Meeting of Indivior PLC held earlier today, votes of 24.53% and 29.20% were recorded against resolutions 6 and 7 to re-appoint Yvonne Greenstreet and A. Thomas McLellan as Directors of the Company.  The Board, after discussion, believes it is likely that the level of votes cast against these resolutions was due to the absence of these two directors from certain Board and Committee meetings in 2016.

Tom McLellan did not attend two scheduled Board meetings during the year.  One of these absences in May 2016 was as a result of him attending a meeting of cabinet and legislators in the US focused exclusively on opioid issues.  Tom McLellan did not attend the Board Meeting in November 2016 as he was attending the US Government's publication of the Surgeon General's Report on Alcohol, Drugs and Health.  Both absences were discussed by the Board in advance and it was agreed that it was in the best interests of Indivior, of patients and of wider stakeholders that he attend these meetings.

Tom McLellan is an expert in the field of addiction and at the centre of his work is the health and welfare of patients.  He is a very strong contributor on all areas of Board discussion and his expertise is invaluable.

Ad-hoc Board Meetings, by their very nature, are often called at short notice and it is not always possible for Directors to attend, given other scheduled commitments. For this reason, both Tom McLellan and Yvonne Greenstreet were unable to attend a number of such meetings at different times during 2016.

We confirm that Yvonne Greenstreet and Tom McLellan have attended every Board meeting in the current year and have no planned absences.

A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at http://www.morningstar.co.uk/uk/NSM in due course.

As at the close of business on May 16, 2017, the total number of ordinary shares of US$0.10 each eligible to be voted at the AGM was 720,988,383.  Therefore, the total voting rights in the Company as at that time were 720,988,383.

Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions. 

Contact:               Kathryn Hudson

Company Secretary

Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.

 

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