Result of AGM

PZ CUSSONS PLC

23 November 2023

 

23 November 2023

PZ CUSSONS PLC

(the 'Company')

Annual General Meeting

At the Annual General Meeting of the Company held today at Manchester Business Park, 3500 Aviator Way, Manchester, M22 5TG all resolutions were passed on a poll.

The polling results for each resolution are set out below:

	RESOLUTION	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED	VOTES WITHHELD
1	To receive the audited financial statements	343,899,794	99.99	20,098	0.01	343,919,892	80.22	192,721
2	To approve the Report on Directors' Remuneration	321,140,960	93.34	22,924,118	6.66	344,065,078	80.25	47,535
3	To approve the Directors Remuneration Policy	236,473,923	71.24	95,488,209	28.76	331,962,132	77.43	12,150,481
4	To declare a final dividend	322,595,244	93.76	21,468,612	6.24	344,063,856	80.25	48,757
5	To re-elect J C Myers	343,940,555	99.96	136,165	0.04	344,076,720	80.26	35,893
6	To re-elect S Pollard	343,956,747	99.98	81,204	0.02	344,037,951	80.25	74,662
7	To elect D A Tyler	342,798,483	99.65	1,216,086	0.35	344,014,569	80.24	98,044
8	To re-elect K Bashforth	315,036,306	91.57	28,997,387	8.43	344,033,693	80.25	78,920
9	To re-elect J R Nicolson	320,852,204	93.25	23,219,089	6.75	344,071,293	80.25	41,320
10	To re-elect J C D Townsend	321,578,690	93.47	22,454,794	6.53	344,033,484	80.25	79,129
11	To re-elect J Sodha	315,040,993	91.57	28,991,247	8.43	344,032,240	80.25	80,373
12	To re-elect V Juarez	312,147,196	90.73	31,887,044	9.27	344,034,240	80.25	78,373
13	To appoint the auditor of the Company	343,982,328	99.98	70,146	0.02	344,052,474	80.25	60,139
14	To fix the remuneration of the auditor	344,007,019	99.99	41,851	0.01	344,048,870	80.25	63,743
15	To allot shares	321,744,413	93.52	22,305,387	6.48	344,049,800	80.25	62,813
16*	To disapply statutory pre-emption rights on the allotment of shares	311,330,806	90.51	32,658,097	9.49	343,988,903	80.24	123,444
17*	To disapply statutory pre-emption rights on the allotment of shares for an acquisition or capital investment	298,468,191	86.75	45,571,126	13.25	344,039,317	80.25	73,296
18*	To make market purchases of Ordinary Shares	343,935,054	99.98	84,776	0.02	344,019,830	80.24	92,783
19*	To permit the calling of a general meeting with no less than 14 clear days' notice	319,944,138	92.98	24,153,328	7.02	344,097,466	80.26	14,997
20	To make political donations	341,886,055	99.36	2,204,782	0.64	344,090,837	80.26	21,776

*Special Resolution

VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

	Resolution	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED
8	To re-elect K Bashforth	133,262,929	82.13	28,997,387	17.87	162,260,316	66.55
9	To re-elect J R Nicolson	139,078,827	85.69	23,219,089	14.31	162,297,916	66.57
10	To re-elect J C D Townsend	139,805,313	86.16	22,454,794	13.84	162,260,107	66.55
11	To re-elect J Sodha	133,267,616	82.13	28,991,247	17.87	162,258,863	66.55
12	To re-elect V Juarez	130,373,819	80.35	31,887,044	19.65	162,260,863	66.55

Notes:

(a) The votes "for" include those votes giving the Chair discretion.

(b) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.

(c) The total number of shares in issue on 23 November 2023 was 428,724,960.

(d) In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The full text of the resolutions passed at the Annual General Meeting can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism and also on the Company's website at www.pzcussons.com.

(e) The Board notes that Resolution 3 received a number of votes against which, based on extensive engagement with shareholders, the Board understands is primarily attributable to the adoption of a Restricted Share Plan (RSP). The Remuneration Committee continues to believe that the adoption of an RSP will more closely align the interests of our Executive Directors with shareholders. The Board recognises the time and feedback already provided by investors on this matter and will continue to engage constructively with shareholders. In accordance with the 2018 Corporate Governance Code, the Board will provide an update within six months of the Annual General Meeting.

K Massie

Company Secretary

 

END