Results of voting at Rio Tinto AGMs

RNS Number : 8268M
Rio Tinto PLC
02 May 2018
 


Notice to ASX and LSE

Results of Rio Tinto annual general meetings

2 May 2018

 

The annual general meetings of Rio Tinto plc and Rio Tinto Limited were held on 11 April 2018 and 2 May 2018 respectively.

 

Under Rio Tinto's dual listed companies structure established in 1995, decisions on significant matters affecting shareholders of Rio Tinto plc and Rio Tinto Limited in similar ways are taken through a joint electoral procedure. Resolutions 1 to 17 contained in the notices of meeting for each of Rio Tinto plc and Rio Tinto Limited fall into this category. Resolutions 18 to 21 of the Rio Tinto plc notice of meeting were put to Rio Tinto plc shareholders only and resolutions 18 to 20 of the Rio Tinto Limited notice of meeting were put to Rio Tinto Limited shareholders only. 

 

All resolutions were carried, with the exception of the requisitioned resolutions 19 and 20 that were put to shareholders of Rio Tinto Limited only.  Requisitioned resolution 19 was not carried and requisitioned resolution 20 was not valid, as it was conditional on resolution 19 being carried by the required majority. All resolutions were decided by poll.

 

The results of the Rio Tinto plc polls were certified by the scrutineer, Computershare Investor Services PLC, and the results of the Rio Tinto Limited polls were as reported by the duly appointed returning officer, a representative of Computershare Investor Services Pty Limited. These results are as set out below. Information on the final proxy position for each company is detailed in Appendix 1, and the votes cast on each resolution as a percentage of the issued capital of each company is set out on our website at riotinto.com/agm2018.

 

The following joint decision resolutions, which were put to both Rio Tinto plc and Rio Tinto Limited shareholders on a poll at the respective annual general meetings, were duly carried.  Information on the final proxy position is set out below:

 

Resolution

Total Votes Cast

For

Against

Withheld /

Abstained1

Number

%

Number

%

1.     Receipt of the 2017 Annual report

1,241,222,133

1,196,646,282

96.41

44,575,851

3.59

6,373,749

2.     Approval of the Remuneration Policy

1,209,963,085

1,157,103,709

95.63

52,859,376

4.37

37,598,712

3.     Approval of the Directors' Remuneration Report: Implementation Report

1,207,823,991

1,091,233,129

90.35

116,590,862

9.65

39,733,694

4.     Approval of the Directors' Remuneration Report

1,219,897,208

1,093,943,297

89.68

125,953,911

10.32

27,660,314

5A. Approval of the Rio Tinto 2018 Equity Incentive Plan

1,246,273,582

1,185,191,394

95.10

61,082,188

4.90

1,284,427

5B.  Approval of potential termination benefits payable under the Rio Tinto 2018 Equity Incentive Plan

1,245,749,221

1,221,760,831

98.07

23,988,390

1.93

1,809,446

6.     To re-elect Megan Clark as a director

1,246,716,045

1,240,656,806

99.51

6,059,239

0.49

881,104

7.     To re-elect David Constable as a director

1,246,682,067

1,241,948,213

99.62

4,733,854

0.38

916,576

8.     To re-elect Ann Godbehere as a director

1,138,820,751

1,095,268,647

96.18

43,552,104

3.82

108,781,633

9.     To re-elect Simon Henry as a director

1,246,658,332

1,241,858,543

99.61

4,799,789

0.39

940,314

10.   To re-elect Jean-Sébastien Jacques as a director

1,246,828,147

1,244,932,357

99.85

1,895,790

0.15

769,498

11.   To re-elect Sam Laidlaw as a director

1,246,681,366

1,232,162,134

98.84

14,519,232

1.16

917,279

12.   To re-elect Michael L'Estrange as a director

1,246,699,114

1,240,991,702

99.54

5,707,412

0.46

899,531

13.   To re-elect Chris Lynch as a director

1,246,823,624

1,243,025,393

99.70

3,798,231

0.30

774,446

14.   To re-elect Simon Thompson as a director

1,238,216,463

1,202,526,233

97.12

35,690,230

2.88

9,381,182

15.   Re-appointment of auditors

1,245,671,944

1,224,110,704

98.27

21,561,240

1.73

1,896,204

16.   Remuneration of auditors

1,245,620,943

1,242,501,652

99.75

3,119,291

0.25

1,966,817

17.   Authority to make political donations

1,246,277,045

1,237,488,090

99.29

8,788,955

0.71

1,288,304

¹ In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at Rio Tinto plc's meeting are aggregated with "abstained" votes at Rio Tinto Limited's meeting.  For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.

 

 

The following resolutions were put to Rio Tinto plc shareholders only and carried at the Rio Tinto plc meeting held on 11 April 2018. Resolution 18 was carried as an ordinary resolution and resolutions 19 to 21 as special resolutions. In accordance with the UK Listing Authority's Listing Rule 9.6.2, copies of all the resolutions passed by Rio Tinto plc shareholders, other than ordinary business, have been submitted to the National Storage Mechanism and are available for inspection at http://www.morningstar.co.uk/uk/NSM.  The results of the polls were as follows:

 

Resolution

Total Votes Cast

For

Against

Withheld /

Abstained

Number

%

Number

%

18.   General authority to allot shares

1,006,353,064

874,871,037

86.93

131,482,027

13.07

575,263

19.   Disapplication of pre-emption rights

1,003,758,656

1,000,449,501

99.67

3,309,155

0.33

3,175,870

20.   Authority to purchase Rio Tinto plc shares

1,006,358,711

989,681,909

98.34

16,676,802

1.66

576,554

21.   Notice period for general meetings other than annual general meetings

1,006,582,583

953,735,651

94.75

52,846,932

5.25

355,405

 

Resolutions 18 and 19 below were put to Rio Tinto Limited shareholders only. Resolution 18 was carried as a special resolution.  Resolution 19, also a special resolution, was NOT carried. The results of the polls were as follows:

 

Resolution

Total Votes Cast

For

Against

Withheld /

Abstained

Number

%

Number

%

18.   Renewal of off-market and on-market share buy-back authorities

239,898,620

238,279,707

99.33

1,618,913

0.67

765,777

19.   Requisitioned resolution to amend the constitution of Rio Tinto Limited

225,826,706

24,067,006

10.66

201,759,700

89.34

14,837,702

 

Resolution 20 was NOT valid as it was conditional on resolution 19 being carried by the required majority. Poll figures are provided below for information purposes only.

 

Resolution

Total Votes Cast

For

Against

Withheld /

Abstained

Number

%

Number

%

20.   Requisitioned resolution on public policy advocacy on climate change and energy

233,473,585

42,101,690

18.03

191,371,895

81.97

7,190,822

 

LEI: 213800YOEO5OQ72G2R82

Classification: 3.1. Additional regulated information required to be disclosed under the laws of a Member State

 

Steve Allen

Group company secretary

 

Tim Paine

Joint company secretary

Rio Tinto plc

6 St James's Square

London SW1Y 4AD

United Kingdom

 

T +44 20 7781 1345

Registered in England

No. 719885

Rio Tinto Limited

Level 7, 360 Collins Street

Melbourne 3000

Australia

 

T +61 3 9283 3333

Registered in Australia

ABN 96 004 458 404

 

 

Appendix 1

 

FINAL PROXY POSITION

 

Shareholders are encouraged to look at the voting figures provided in the main part of this announcement, as proxy figures may not be an accurate indication of the voting at the annual general meetings; a proxy is an authority or direction to the proxy holder to vote and not a vote itself.

 

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

 

References in this appendix in respect of resolutions 1-17 to an appointment specifying that a proxy abstain on a resolution should, when referring to voting at Rio Tinto plc's annual general meeting, be taken as references to the appointment specifying that the proxy withhold from voting on a resolution.

 

The proxy position for each company (excluding the proxy votes carried from one meeting to the other meeting by the Special Voting Shares in accordance with the DLC structure) on the resolutions put to both Rio Tinto plc and Rio Tinto Limited shareholders under the joint electoral procedure was as follows:

 

PROXY POSITION FOR RIO TINTO PLC AND RIO TINTO LIMITED ON JOINT DECISIONS

Rio Tinto plc

Rio Tinto Limited

1. Receipt of the 2017 Annual report



Total number of proxy votes exercisable by all proxies validly appointed:

1,005,642,565

233,951,902

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

961,869,242

228,962,705

(ii)    was to vote against the resolution

42,815,437

1,804,323

(iii)   was to abstain on the resolution

1,255,859

5,116,972

(iv)   may vote at the proxy's discretion

957,886

3,184,874

2. Approval of the Remuneration Policy



Total number of proxy votes exercisable by all proxies validly appointed:

976,238,532

232,090,238

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

933,278,780

219,289,174

(ii)    was to vote against the resolution

41,985,956

9,649,089

(iii)   was to abstain on the resolution

30,661,590

6,954,168

(iv)   may vote at the proxy's discretion

973,796

3,151,975

3. Approval of the Directors' Remuneration Report: Implementation Report



Total number of proxy votes exercisable by all proxies validly appointed:

969,768,997

236,615,515

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

886,586,472

200,393,583

(ii)    was to vote against the resolution

82,211,183

33,074,307

(iii)   was to abstain on the resolution

37,130,047

2,429,502

(iv)   may vote at the proxy's discretion

971,342

3,147,625

4. Approval of the Directors' Remuneration Report



Total number of proxy votes exercisable by all proxies validly appointed:

981,580,359

236,864,876

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

889,233,171

200,405,225

(ii)    was to vote against the resolution

91,380,551

33,313,372

(iii)   was to abstain on the resolution

25,318,523

2,180,141

(iv)   may vote at the proxy's discretion

966,637

3,146,279

5A. Approval of the Rio Tinto 2018 Equity Incentive Plan



Total number of proxy votes exercisable by all proxies validly appointed:

1,006,392,194

238,270,286

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

953,858,530

225,884,296

(ii)    was to vote against the resolution

51,563,229

9,229,871

(iii)   was to abstain on the resolution

508,107

774,277

(iv)   may vote at the proxy's discretion

970,435

3,156,119

5B. Approval of potential termination benefits payable under the Rio Tinto 2018 Equity Incentive Plan



Total number of proxy votes exercisable by all proxies validly appointed:

1,005,912,767

238,229,119

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

983,419,891

232,551,599

(ii)    was to vote against the resolution

21,508,433

2,511,767

(iii)   was to abstain on the resolution

987,650

815,898

(iv)   may vote at the proxy's discretion

984,443

3,165,753

6. To re-elect Megan Clark as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,006,344,055

238,752,310

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

999,856,540

235,029,662

(ii)    was to vote against the resolution

5,515,161

535,959

(iii)   was to abstain on the resolution

555,454

316,564

(iv)   may vote at the proxy's discretion

972,354

3,186,689

7. To re-elect David Constable as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,006,347,462

238,708,819

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,001,292,671

234,877,460

(ii)    was to vote against the resolution

4,085,848

640,549

(iii)   was to abstain on the resolution

553,541

360,055

(iv)   may vote at the proxy's discretion

968,943

3,190,810

8. To re-elect Ann Godbehere as a director



Total number of proxy votes exercisable by all proxies validly appointed:

914,527,007

222,620,361

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

887,167,631

203,093,026

(ii)    was to vote against the resolution

26,392,643

16,324,662

(iii)   was to abstain on the resolution

92,373,999

16,448,513

(iv)   may vote at the proxy's discretion

966,733

3,202,673

9. To re-elect Simon Henry as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,006,317,052

238,715,493

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,001,223,510

234,839,610

(ii)    was to vote against the resolution

4,106,159

684,521

(iii)   was to abstain on the resolution

583,954

353,381

(iv)   may vote at the proxy's discretion

987,383

3,191,362

10. To re-elect Jean-Sébastien Jacques as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,006,460,861

238,741,355

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,003,906,749

235,227,028

(ii)    was to vote against the resolution

1,581,742

310,727

(iii)   was to abstain on the resolution

439,144

327,519

(iv)   may vote at the proxy's discretion

972,370

3,203,600

11. To re-elect Sam Laidlaw as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,006,336,038

238,719,542

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

991,864,054

234,479,121

(ii)    was to vote against the resolution

13,499,673

1,010,431

(iii)   was to abstain on the resolution

564,966

349,333

(iv)   may vote at the proxy's discretion

972,311

3,229,990

12. To re-elect Michael L'Estrange as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,006,343,470

238,729,858

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,001,213,375

234,802,386

(ii)    was to vote against the resolution

4,161,415

714,111

(iii)   was to abstain on the resolution

557,535

339,016

(iv)   may vote at the proxy's discretion

968,680

3,213,361

13. To re-elect Chris Lynch as a director



Total number of proxy votes exercisable by all proxies validly appointed:

1,006,480,394

238,717,444

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,002,356,686

234,827,590

(ii)    was to vote against the resolution

3,135,615

659,073

(iii)   was to abstain on the resolution

420,701

350,765

(iv)   may vote at the proxy's discretion

988,093

3,230,781

14. To re-elect Simon Thompson as a director



Total number of proxy votes exercisable by all proxies validly appointed:

998,174,610

238,416,067

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

965,344,933

231,907,649

(ii)    was to vote against the resolution

31,855,759

3,273,088

(iii)   was to abstain on the resolution

8,725,395

652,807

(iv)   may vote at the proxy's discretion

973,918

3,235,330

15. Re-appointment of auditors



Total number of proxy votes exercisable by all proxies validly appointed:

1,005,698,289

238,353,711

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

985,093,950

233,689,580

(ii)    was to vote against the resolution

19,642,435

1,460,287

(iii)   was to abstain on the resolution

1,174,580

712,802

(iv)   may vote at the proxy's discretion

961,904

3,203,844

16. Remuneration of auditors



Total number of proxy votes exercisable by all proxies validly appointed:

1,005,674,160

238,327,963

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

1,002,364,530

234,036,809

(ii)    was to vote against the resolution

2,335,876

779,605

(iii)   was to abstain on the resolution

1,216,974

740,911

(iv)   may vote at the proxy's discretion

973,754

3,511,549

17. Authority to make political donations



Total number of proxy votes exercisable by all proxies validly appointed:

1,006,280,184

238,371,829

Total number of proxy votes in respect of which the appointments specified that the proxy:



(i)     was to vote for the resolution

999,079,648

232,672,855

(ii)    was to vote against the resolution

6,236,663

2,532,210

(iii)   was to abstain on the resolution

588,990

695,568

(iv)   may vote at the proxy's discretion

963,873

3,166,764

 

 

 

PROXY POSITION FOR RIO TINTO PLC ONLY MATTERS - RESOLUTIONS FROM MEETING HELD ON 11 APRIL 2018

Rio Tinto plc

18. General authority to allot shares


Total number of proxy votes exercisable by all proxies validly appointed:

1,006,320,560

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i)     was to vote for the resolution

873,872,300

(ii)    was to vote against the resolution

131,473,829

(iii)   was to abstain on the resolution

574,523

(iv)   may vote at the proxy's discretion

974,431

19. Disapplication of pre-emption rights


Total number of proxy votes exercisable by all proxies validly appointed:

1,003,722,423

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i)     was to vote for the resolution

999,450,674

(ii)    was to vote against the resolution

3,296,619

(iii)   was to abstain on the resolution

3,175,870

(iv)   may vote at the proxy's discretion

975,130

20. Authority to purchase Rio Tinto plc shares


Total number of proxy votes exercisable by all proxies validly appointed:

1,006,321,730

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i)     was to vote for the resolution

988,695,479

(ii)    was to vote against the resolution

16,666,189

(iii)   was to abstain on the resolution

576,553

(iv)   may vote at the proxy's discretion

960,062

21. Notice period for general meetings other than annual general meetings


Total number of proxy votes exercisable by all proxies validly appointed:

1,006,545,602

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i)     was to vote for the resolution

953,241,474

(ii)    was to vote against the resolution

52,335,639

(iii)   was to abstain on the resolution

355,404

(iv)   may vote at the proxy's discretion

968,489

 

 

 

PROXY POSITION FOR RIO TINTO LIMITED ONLY MATTERS - RESOLUTION FROM MEETING HELD ON 2 MAY 2018

Rio Tinto Limited

18. Renewal of off-market and on-market share buy-back authorities


Total number of proxy votes exercisable by all proxies

validly appointed:

238,309,910

Total number of proxy votes in respect of which the

appointments specified that the proxy:


(i)     was to vote for the resolution

233,408,755

(ii)    was to vote against the resolution

1,662,724

(iii)   was to abstain on the resolution

758,965

(iv)   may vote at the proxy's discretion

3,238,431

19. Requisitioned resolution to amend the constitution of Rio Tinto Limited


Total number of proxy votes exercisable by all proxies validly appointed:

222,978,233

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i)     was to vote for the resolution

23,106,243

(ii)    was to vote against the resolution

196,783,583

(iii)   was to abstain on the resolution

16,090,641

(iv)   may vote at the proxy's discretion

3,088,407

20. Requisitioned resolution on public policy advocacy on climate change and energy


Total number of proxy votes exercisable by all proxies validly appointed:

231,893,834

Total number of proxy votes in respect of which the appointments specified that the proxy:


(i)     was to vote for the resolution

41,841,349

(ii)    was to vote against the resolution

186,971,441

(iii)   was to abstain on the resolution

7,175,039

(iv)   may vote at the proxy's discretion

3,081,044

 


This information is provided by RNS
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