Result of AGM

Spirent Communications PLC

04 May 2023

 

SPIRENT COMMUNICATIONS PLC

RESULTS OF 2023 ANNUAL GENERAL MEETING

London, UK - 4 May 2023: Spirent Communications plc ("the Company") (LSE: SPT), the leading provider of automated test and assurance solutions for next-generation devices and networks, announces that at the 2023 Annual General Meeting ("2023 AGM") of the Company held earlier today all resolutions as set out in the Notice of 2023 AGM dated 3 April 2023 were duly passed by shareholders on a poll.

The results of the poll votes are set out below and can also be viewed on the Company's website at https://corporate.spirent.com/shareholder-information/agm

Resolution		For1		Against		Votes Withheld2
			%		%
1	To receive the Company's financial statements for the year to 31 December 2022, together with the reports of the directors and auditor	489,119,482	100.00	11,222	0.00	2,460,792
2	To approve the Report on directors' remuneration as set out on pages 83 to 110 of the Annual Report for the year to 31 December 2022	340,189,272	69.78	147,308,519	30.22	4,093,705
3	To declare a final dividend of 4.94 cents per Ordinary Share for the year to 31 December 2022	491,571,499	100.00	13,116	0.00	6,881
4	To re-elect Paula Bell as a director	490,456,070	99.77	1,129,953	0.23	5,473
5	To re-elect Maggie Buggie as a director	485,346,003	98.73	6,234,620	1.27	10,873
6	To re-elect Gary Bullard as a director	438,720,931	89.54	51,239,297	10.46	1,631,268
7	To re-elect Wendy Koh as a director	483,750,155	98.73	6,213,374	1.27	1,627,967
8	To re-elect Edgar Masri as a director	483,780,296	98.74	6,183,353	1.26	1,627,847
9	To re-elect Jonathan Silver as a director	485,399,118	98.74	6,186,905	1.26	5,473
10	To re-elect Sir Bill Thomas as a director	478,462,092	97.65	11,498,257	2.35	1,631,147
11	To re-elect Eric Updyke as a director	490,746,806	99.83	835,917	0.17	8,773
12	To re-appoint Deloitte LLP as auditor	491,482,813	99.98	100,147	0.02	8,536
13	To authorise the directors to determine the remuneration of the auditor	491,519,393	99.99	35,934	0.01	36,169
14	To authorise the directors to allot securities	477,704,802	97.18	13,863,601	2.82	23,093
15	To authorise the directors to dis-apply pre-emption rights	491,251,563	99.94	313,584	0.06	26,349
16	To authorise the Company to make market purchases of its own shares	489,264,127	99.60	1,984,862	0.40	342,507
17	To authorise a 14 day notice period for general meetings	474,087,841	96.44	17,480,394	3.56	23,261

Number of votes per Ordinary share:            one

Number of Ordinary shares in issue (total voting rights) and entitled to vote at 2023 AGM3:	604,908,679
Number of Ordinary shares in issue (total voting rights) and entitled to vote at 2023 AGM3 represented by proxy votes cast prior to the meeting:	491,589,991	81.27%

Number of shareholders entitled to vote at 2023 AGM3:	2,769
Number of shareholders entitled to vote at 2023 AGM3 represented by proxy votes cast prior to the meeting:	398	14.37%

Notes:

1.         Any proxy appointments which gave discretion to the Chairman of the Meeting have been included in the "For" total.

2.         A "Vote Withheld" is not a vote in law and is not counted in the proportion of votes "For" and "Against" a resolution.

3.         Entitlement to attend and vote at the 2023 AGM, and the number of votes which may be cast at the 2023 AGM, have been determined by reference to the Company's register of members at 6.30pm on 2 May 2023.  Voting instructions can be changed at any time prior to a poll being demanded, and a shareholder having lodged a proxy is still entitled to attend the meeting and vote their shares themselves as they see fit.

A copy of the resolutions passed as special business (resolutions 15 to 17 inclusive) has been submitted to the FCA National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Resolution 2

The Board of Directors notes the votes cast against Resolution 2 which sought shareholder approval of the Company's 2022 Report on Directors' remuneration.

We are disappointed with the result.  The Remuneration Committee felt that after 3½ years of strong delivery by our CEO, that we needed to address a significant gap in his fixed pay from similarly sized companies in the UK market and accordingly awarded him a 15% pay increase.  We consulted with our top 25 shareholders on our proposals, which represents approximately 70% of the share register.  Of those shareholders who responded, we held meetings with and received support from the majority for our proposals.  Those that disagreed did not dispute the performance or the significant beneficial changes made to the Company during the CEO's tenure but asked us to consider phasing any increase over a number of years.  The Remuneration Committee noted that input but decided to implement the increase wholly in 2023 as it wished to align pay to the market in the near term, given the performance over a number of years.

The Remuneration Committee will be consulting further with shareholders during the course of 2023 as it prepares an update to its Executive Directors' Remuneration Policy, which will be brought to the Company's 2024 AGM.

- ends -

Enquiries

Angus Iveson Company Secretary

Spirent Communications plc

[phone]

About Spirent Communications plc

Spirent Communications plc (LSE: SPT) is the leading global provider of automated test and assurance solutions for networks, cybersecurity and positioning. The Company provides innovative products, services and managed solutions that address the test, assurance and automation challenges of a new generation of technologies, including 5G, SD-WAN, Cloud, autonomous vehicles and beyond. From the lab to the real world, Spirent helps companies deliver on their promise to their customers of a new generation of connected devices and technologies. Further information about Spirent Communications plc can be found at https://corporate.spirent.com/.

Spirent Communications plc Ordinary Shares are traded on the London Stock Exchange (ticker: SPT; LEI: 213800HKCUNWP1916L38). The Company operates a Level 1 American Depositary Receipt (ADR) programme with each ADR representing four Spirent Communications plc Ordinary Shares. The ADRs trade in the US over-the-counter (OTC) market under the symbol SPMYY and the CUSIP number is 84856M209. Spirent ADRs are quoted on the Pink OTC Markets electronic quotation service which can be found at https://www.otcmarkets.com/marketplaces/otc-pink.

Spirent and the Spirent logo are trademarks or registered trademarks of Spirent Communications plc. All other trademarks or registered trademarks mentioned herein are held by their respective companies. All rights reserved.

Cautionary statement regarding forward-looking statements 

This document may contain forward-looking statements which are made in good faith and are based on current expectations or beliefs, as well as assumptions about future events. You can sometimes, but not always, identify these statements by the use of a date in the future or such words as "will", "anticipate", "estimate", "expect", "project", "intend", "plan", "should", "may", "assume" and other similar words. By their nature, forward-looking statements are inherently predictive and speculative and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to factors that could cause our actual results to differ materially from those expressed or implied by these statements. The Company undertakes no obligation to update any forward-looking statements contained in this document, whether as a result of new information, future events or otherwise. 

 

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