9 May 2019
Clarkson PLC
("Clarksons" or "the Company")
Results of 2019 Annual General Meeting
At the Annual General Meeting (AGM) of the Company held at 12 noon today at Commodity Quay, St Katharine Docks, E1W 1BF, all resolutions were passed on a poll. The total number of votes received on each resolution was as follows:
|
Description |
Votes for |
% of votes cast |
Votes against
|
% of votes cast
|
Votes cast as % of issued share capital |
Votes withheld |
1 |
Annual Report |
23,263,550 |
99.67 |
76,422 |
0.33 |
76.97 |
7,373 |
2 |
Remuneration Report |
11,601,948 |
51.49 |
10,930,372 |
48.51 |
74.30 |
815,025 |
3 |
Final dividend |
23,340,990 |
99.98 |
4,456 |
0.02 |
76.98 |
1,900 |
4 |
Elect Mr B Thomas |
21,938,004 |
98.17 |
408,448 |
1.83 |
73.69 |
1,001,726 |
5 |
Re-elect Mr A L Case |
23,275,718 |
99.69 |
72,460 |
0.31 |
76.99 |
0 |
6 |
Re-elect Mr J D Woyda |
23,275,507 |
99.69 |
72,671 |
0.31 |
76.99 |
0 |
7 |
Re-elect Mr P Backhouse |
18,823,510 |
82.33 |
4,041,166 |
17.67 |
75.40 |
483,503 |
8 |
Re-elect Ms ML Clayton |
18,782,941 |
82.27 |
4,048,476 |
17.73 |
75.29 |
516,762 |
9 |
Re-elect Mr J Hughes-Hallett |
18,845,445 |
82.54 |
3,985,972 |
17.46 |
75.29 |
516,762 |
10 |
Elect Dr T Miller |
18,038,587 |
81.44 |
4,111,009 |
18.56 |
73.04 |
1,198,333 |
11 |
Re-elect Mr B Nergaard |
18,893,696 |
82.67 |
3,960,358 |
17.33 |
75.36 |
493,291 |
12 |
Re-appoint Auditor |
23,332,069 |
99.96 |
8,571 |
0.04 |
76.97 |
6,705 |
13 |
Auditor's remuneration |
23,332,202 |
99.98 |
5,193 |
0.02 |
76.96 |
7,870 |
14 |
Authority to allot shares |
21,594,856 |
92.57 |
1,732,779 |
7.43 |
76.93 |
18,463 |
15 |
Authority for political donations |
22,934,948 |
99.12 |
204,541 |
0.88 |
76.30 |
206,609 |
16 |
U.S. Employee Share Purchase Plan |
22,810,099 |
97.76 |
522,849 |
2.24 |
76.94 |
13,150 |
17 |
Disapply pre-emption rights* |
23,200,236 |
99.59 |
94,931 |
0.41 |
76.82 |
50,931 |
18 |
Purchase own shares* |
23,256,443 |
99.62 |
87,767 |
0.38 |
76.98 |
1,887 |
19 |
General meeting notice period* |
22,923,249 |
98.19 |
422,598 |
1.81 |
76.99 |
251 |
20 |
Articles of Association* |
19,179,570 |
82.39 |
4,099,889 |
17.61 |
76.77 |
66,638 |
*Special resolution requiring 75% majority.
Notes:
1. Any proxy appointments which give discretion to the Chairman have been included in the "for" total.
2. The total number of shares in issue is 30,325,058.
3. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" or "against" a resolution.
Statement regarding voting result
The Board notes that while Resolution 2 to approve the Directors' Remuneration Report was passed, a significant number of shareholders opposed this resolution.
We are very disappointed by this outcome, particularly as more than 99.7% of shareholders voted in favour of the re-election of the CEO and CFO and, as such, deem the stewardship of the Company to be in capable hands, a view which is unanimously shared by the Board. Notwithstanding this, the Remuneration Committee notes the concerns raised by shareholders and, as part of the remuneration policy review that falls due in 2020, will be conducting an extensive consultation programme with our shareholders and proxy advisory agencies to listen to their views.
Availability of documents
This information will also shortly be available to view on the Company's website at www.clarksons.com/investors/
In accordance with Listing Rule 9.6.2R, copies of the resolutions (other than those comprising ordinary business) passed at the AGM will be submitted to the UK Listing Authority and will be available for inspection at the UKLA's Document Viewing Facility located at www.morningstar.co.uk
In addition, copies of resolutions 17 to 20 will be filed with Companies House.
Company enquiries:
Clarkson PLC
Rachel Spencer, Group Company Secretary Tel: 020 7334 0000
Camarco
Billy Clegg Tel: 020 3757 4983 Mob: 07977 578 153
Jennifer Renwick Tel: 020 3757 4994 Mob: 07928 471 013
About Clarkson PLC
Clarkson PLC is the world's leading provider of integrated services and investment banking capabilities to the shipping and offshore markets, facilitating global trade.
Founded in 1852, Clarksons offers its diverse and growing client base an unrivalled range of shipbroking services, sector research, on-hand logistical support and full investment banking capabilities in all key shipping and offshore sectors.
The Company has delivered 16 years of consecutive dividend growth. The highly cash generative nature of the business, supported by a strong balance sheet, has enabled Clarksons to continue to invest to position the business to capitalise on the upturn in its markets.
Clarksons is listed on the main market of the London Stock Exchange under the ticker CKN and is a member of the FTSE 250 Index.
For more information, visit www.clarksons.com.
The information contained within this announcement is deemed by Clarksons to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this announcement on behalf of Clarksons is Jeff Woyda, Chief Financial Officer and Chief Operating Officer.