Result of AGM

Renishaw PLC

29 November 2023

 

Renishaw plc (the "Company")

Results of Annual General Meeting 2023

All resolutions proposed at the Annual General Meeting ("AGM") held on 29 November 2023 were duly passed on a poll. Resolutions 1 to 15 were passed as ordinary resolutions and resolution 16 was passed as a special resolution. The result of the poll is as follows:

Resolution	Votes For	%	Votes Against	%	Votes Total	% of ISC1 Voted Excl Withheld	Votes Withheld2
1.     Receive the Annual Report 2023	61,646,484	98.41	998,952	1.59	62,645,436	86.06%	1,252,069
2.     Approve the Remuneration Policy	61,006,328	95.50	2,875,973	4.50	63,882,301	87.76%	15,204
3.     Approve the Remuneration Report	61,923,884	97.05	1,879,562	2.95	63,803,446	87.66%	94,059
4.     Declare a final dividend	63,889,934	99.99	4,182	0.01	63,894,116	87.78%	3,389
5.     Re-elect David McMurtry as a director	43,723,560	68.74	19,887,835	31.26	63,611,395	87.39%	286,110
6.     Re-elect John Deer as a director	45,497,182	71.52	18,114,153	28.48	63,611,335	87.39%	286,170
7.     Re-elect Will Lee as a director	63,674,597	99.89	70,955	0.11	63,745,552	87.58%	151,953
8.     Re-elect Allen Roberts as a director	63,259,563	99.25	479,551	0.75	63,739,114	87.57%	158,391
9.     Re-elect Catherine Glickman as a director	61,947,650	97.19	1,790,230	2.81	63,737,880	87.57%	159,625
10.   Re-elect David Grant as a director	61,087,343	95.84	2,650,879	4.16	63,738,222	87.57%	159,283
11.   Re-elect Juliette Stacey as a director	63,159,277	99.09	580,845	0.91	63,740,122	87.57%	157,383
12.   Re-elect Stephen Wilson as a director	63,438,643	99.53	299,579	0.47	63,738,222	87.57%	159,283
13.   Elect Karen Holford as a director	63,736,636	99.99	3,486	0.01	63,740,122	87.57%	157,383
14.   Re-appoint Ernst & Young LLP as auditors	63,451,645	99.31	440,984	0.69	63,892,629	87.78%	4,876
15.   Authorise the Audit Committee to determine the auditors' remuneration	63,883,429	99.99	8,438	0.01	63,891,867	87.78%	5,638
16.   Authorise the Company to purchase its own shares3	63,442,863	99.30	444,254	0.70	63,887,117	87.77%	10,388

¹ Issued Share Capital.

² A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

³ Special resolution requiring 75% majority.

Votes of independent shareholders on the resolutions concerning the election or re-election of the independent Non-executive Directors
10.   Re-elect Catherine Glickman as a director	23,494,391	92.92	1,790,230	7.08	25,284,621	73.64%	159,625
11.   Re-elect David Grant as a director	22,634,084	89.52	2,650,879	10.48	25,284,963	73.64%	159,283
12.   Re-elect Juliette Stacey as a director	24,706,018	97.70	580,845	2.30	25,286,863	73.65%	157,383
13.   Re-elect Stephen Wilson as a director	24,985,384	98.82	299,579	1.18	25,284,963	73.64%	159,283
14.   Elect Karen Holford as a director	25,283,377	99.99	3,486	0.01	25,286,863	73.65%	157,383

In accordance with Listing Rule 9.2.2E, resolutions 10 to 14 inclusive were approved by: (a) the shareholders of the Company; and (b) the independent shareholders of the Company.

The total voting rights of the Company on the day on which shareholders had to be on the register in order to be eligible to vote was 72,788,543.

In accordance with Listing Rule 9.6.2R, a copy of resolution 16, which was passed as a special resolution, has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Board is pleased that the majority of resolutions were passed with a high level of support from shareholders. The Board has considered the votes against resolutions 5, the re-election of Sir David McMurtry (31.26%) and 6, the re-election of John Deer (28.48%) (together, the "Founders").

To better understand the reasoning behind the votes against, meetings have been held with those shareholders wishing to discuss aspects of corporate governance in the run up to the AGM. The main matters of concern continue to be the absence of a relationship agreement between the Founders and the Company, succession planning and Board diversity.

In respect of succession planning and the composition of the Board, the Nomination Committee continues to monitor, and is supportive of, the current structure of the Board believing that it provides the Company with access to significant strategic vision, commercial experience, and operational and international expertise. The Board keeps its skills and experience under review and a succession planning exercise for both Board and key operational roles has recently taken place to encourage a diverse pipeline of talent for senior managerial roles. Further, and as previously announced, the Board has appointed Professor Karen Holford, Independent Non-executive Director, taking the number of independent Non-executive Directors to five, and increasing the gender diversity of the Board.

As indicated in the previous six months update statement released on 16 May 2023, the Board will continue to consult with its shareholders on these matters. An update statement will be released within six months.

Renishaw plc

29 November 2023

Registered office:	New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR
Registered number:	01106260, England and Wales
Contact name:	Karen Atterbury
Contact telephone:	01453 524524

www.renishaw.com

 

END