Results of Annual General Meeting 2022

RNS Number : 3255I

Kin and Carta PLC

01 December 2022

 

For immediate release

01 December 2022

Kin and Carta plc

Results of Annual General Meeting 2022

Kin and Carta plc (the 'Company') announces that at its Annual General Meeting ('AGM') held earlier today, all resolutions contained in the Notice of Annual General Meeting 2022 were passed. The results of the poll held at the AGM are shown in the table below . 

The Company also announces that the Board appointed Nigel Pocklington as Senior Independent Director of the Company with effect from today. Nigel has been a Non-Executive Director of Kin and Carta plc since 1 June 2016. He chairs the Remuneration Committee and is a member of the Audit and Nomination Committees.

Resolutions	For*	% For	Against	% Against	Withheld**
Ordinary Resolutions
1. To receive the 2022 Annual Report and Accounts	143,408,841	100.00%	0	0.00%	0
2. To approve the Directors' Remuneration Report	134,363,376	93.69%	9,044,495	6.31%	970
3. To approve the Directors' remuneration policy	104,500,984	73.10%	38,462,829	26.90%	445,028
4. To appoint KPMG as the auditor of the Company	143,394,361	99.99%	14,480	0.01%	0
5. To authorise the Audit Committee to determine the auditor's remuneration	143,396,881	99.99%	11,960	0.01%	0
6. To elect Kelly Manthey as a Director	142,465,084	99.34%	943,757	0.66%	0
7. To re-elect Chris Kutsor as a Director	140,822,812	98.20%	2,586,029	1.80%	0
8. To re-elect David Bell as a Director	142,444,679	99.33%	964,162	0.67%	0
9. To re-elect Maria Gordian as a Director	142,444,679	99.33%	964,162	0.67%	0
10. To re-elect John Kerr as a Director	140,765,397	99.32%	966,912	0.68%	1,676,532
11. To re-elect Michele Maher as a Director	136,005,708	94.84%	7,403,133	5.16%	0
12. To re-elect Nigel Pocklington as a Director	133,804,518	93.30%	9,604,323	6.70%	0
13. To amend the Kin and Carta Long Term Incentive Plan 2020	107,490,385	75.19%	35,473,310	24.81%	445,146
14. To authorise the Directors to allot shares	137,264,764	95.72%	6,144,077	4.28%	0
Special Resolutions	For*	% For	Against	% Against	Withheld**
15. To disapply statutory pre-emption rights	138,903,539	96.86%	4,504,332	3.14%	970
16. To disapply statutory pre-emption rights for acquisitions or specified capital investments	138,903,539	96.87%	4,489,332	3.13%	15,970
17. To authorise the Company to purchase its own shares	142,861,512	99.97%	44,869	0.03%	502,460
18. To authorise the Company to call a general meeting on not less than 14 clear days' notice	142,760,032	99.55%	648,691	0.45%	118

*Votes for include discretionary votes

**A vote withheld is a not a vote in law and is not counted in the votes for or against a resolution

As at 29 November 2022, the AGM voting record date, there were 178,012,498 ordinary shares of 10p in issue, of which the Company holds 90,637 shares in Treasury. Therefore, the total number of shares with full voting rights in the Company on 29 November 2022 was 177,921,861.

In accordance with Listing Rule 9.6.2R, copies of the resolutions that do not constitute ordinary business at an AGM have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Resolutions 3 and 13

In relation to Resolution 3 to approve the Directors' Remuneration Policy and Resolution 13 to amend the Long-Term Incentive Plan 2020, the Board acknowledges that, while these resolutions were passed with a clear majority, more than 20% of the votes were cast against the Board's recommendation on each resolution.  The Board is committed to an open and transparent dialogue with the Company's shareholders and the Remuneration Committee engaged extensively with our largest shareholders on the proposed changes to both the Directors' Remuneration Policy and the Long-Term Incentive Plan 2020 prior to the publication of the Annual Report, as set out in the Directors' Remuneration Report.  We are grateful for shareholders' feedback and will continue that engagement, in particular to understand fully the views of those shareholders who voted against these resolutions. We will publish an update on this engagement, in accordance with the UK Corporate Governance Code, within six months of the 2022 AGM as well as a final summary in the Company's Annual Report for the current Financial Year.

Enquiries:

Kin + Carta Kelly Manthey, CEO Chris Kutsor, CFO and COO Daniel Fattal, Company Secretary	[phone]
Powerscourt Elly Williamson / Jane Glover	[phone]
Numis Securities Limited Nick Westlake / Tejas Padalkar Peel Hunt LLP Paul Gillam / John Welch	[phone]   [phone]

About Kin + Carta

Kin + Carta is a London Stock Exchange listed global digital transformation consultancy committed to working alongside clients to build a world that works better for everyone.

Kin + Carta's 2,000 consultants, engineers and data scientists around the world bring the connective power of technology, data and experience to the world's most influential companies - helping them to accelerate their digital roadmap, rapidly innovate, modernise their systems, enable their teams and optimise for continued growth. Headquartered in London and Chicago with offices across three continents, the borderless model of service allows for the best minds to be connected to collaborate on client challenges.

With purpose at its core, Kin + Carta became the first company listed on the London Stock Exchange to achieve B Corp certification. It meets high standards of verified social and environmental performance, public transparency and accountability to balance the triple bottom line of people, planet and profit.

For more information, please visit https://www.kinandcarta.com.

Cautionary statement regarding forward-looking statements

This Announcement may contain "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they are based on numerous assumptions regarding the Company's present and future business strategies, relate to future events and depend on circumstances which are or may be beyond the control of the Company which could cause actual results or trends to differ materially from those made in or suggested by the forward-looking statements in this Announcement, including, but not limited to, domestic and global economic business conditions; market-related risks such as fluctuations in interest rates; the policies and actions of governmental and regulatory authorities; the effect of competition, inflation and deflation; the effect of legislative, fiscal, tax and regulatory developments in the jurisdictions in which the Company and its respective affiliates operate; the effect of volatility in the equity, capital and credit markets on profitability and ability to access capital and credit; a decline in credit ratings of the Company; the effect of operational and integration risks; an unexpected decline in sales for the Company; inability to realise anticipated synergies; any limitations of internal financial reporting controls; and the loss of key personnel.  Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the Listing Rules or by law, the Company undertakes no obligation to update these forward-looking statements and will not publicly release any revisions it may make to these forward-looking statements that may occur due to any change in its expectations or to reflect events or circumstances after the date of this Announcement.

 

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