AGM 2017 Result & Statement

RNS Number : 7469D

Rotork PLC

28 April 2017

 

Rotork plc

AGM Poll Result and Statement on the result of resolution 11 - Remuneration Report and copies of resolutions sent to National Storage Mechanism

 Rotork Plc - AGM - 28 April 2017 - Poll Result

Resolution		For 2		Against2		No. of Votes withheld3	Total Capital Instructed
		No. of Shares	%	No. of Shares	%
1.	To receive and adopt the Directors' Report and Accounts and the Auditor's Report thereon for 2016	660,102,248	99.92	500,000	0.08	1,672,191	660,602,248
2.	To declare a final dividend	662,149,151	100.00	0	0.00	125,288	662,149,151
3.	To re-elect GB Bullard as a director	634,870,807	95.91	27,074,215	4.09	176,712	661,945,022
4.	To re-elect JM Davis as a director	630,167,445	95.17	31,965,222	4.83	141,772	662,132,667
5.	To re-elect PI France as a director	649,691,509	98.15	12,230,378	1.85	148,772	661,921,887
6.	To re-elect SA James as a director	634,936,497	95.92	27,020,415	4.08	190,212	661,956,912
7.	To re-elect MJ Lamb as a director	642,948,063	99.38	4,010,934	0.62	15,188,126	646,958,997
8.	To re-elect LM Bell as a director	634,973,465	95.91	27,049,057	4.09	175,452	662,022,522
9.	To re-appoint Deloitte LLP as Auditor of the Company	661,817,449	99.97	165,943	0.03	163,692	661,983,392
10.	To authorise the directors to fix the remuneration of the Auditor	658,049,701	99.98	124,989	0.02	4,099,749	658,174,690
11.	To approve the Directors' Remuneration Report	446,432,898	67.83	211,717,952	32.17	4,123,588	658,150,850
12.	To approve the Directors' Remuneration Policy	656,105,809	99.11	5,910,277	0.89	181,888	662,016,086
13.	To authorise the directors to allot shares	616,001,492	93.05	45,981,342	6.95	215,140	661,982,834
14.	To enable the directors to allot shares for cash without first offering them to existing shareholders for pre-emptive issues and general purposes*	658,755,283	99.53	3,137,016	0.47	294,585	661,892,299
15.	To enable the directors to allot shares for cash without first offering them to existing shareholders for acquisitions and other capital investments*	630,427,853	95.22	31,625,051	4.78	221,534	662,052,904
16.	To authorise the Company to purchase ordinary shares*	654,330,799	98.94	7,043,264	1.06	773,060	661,374,063
17.	To authorise the Company to purchase preference shares*	661,445,249	99.92	544,163	0.08	148,000	661,989,412
18.	To fix the notice period for general meetings*	590,243,203	89.16	71,771,381	10.84	132,500	662,014,584

*Special Resolution

NOTES: 
1   All resolutions were passed.
2   Votes "For" and "Against" are expressed as a percentage of votes received.  
3   A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
4   Total number of shares in issue at 6:30pm on 26 April 2017 = 870,115,432 shares. 76.11% of voting capital was instructed.

Resolution 11 Remuneration Report

The Board of directors of Rotork plc recognise the level of opposition for resolution 11, which was passed by 67.83% of shareholders voting in support.

The Remuneration Committee welcomes open dialogue with its shareholders and the changes to the executive directors' salary levels were made following an extensive consultation process with major shareholders.  The salary changes were made as part of a package along with changes to the remuneration policy and its implementation.  The remainder of the changes, which are set out in the new remuneration policy (for the period 2017-19), were very positively received by shareholders and the Company's new remuneration policy was supported by 99% of shareholders voting.  Under the newly approved remuneration policy, future salary increases for the executive directors during the policy period are limited to no higher than the average increase for other employees.  In consultation, the majority of shareholders were broadly comfortable with the combined impact of the changes.  The new policy has the strong support of shareholders and the Committee will continue to engage with the Company's largest shareholders on matters of significance.

Copies of the following:

·     Ordinary resolution to authorise the directors to allot shares

·     Special resolutions to:

-  Empower the directors to allot shares for cash without first offering to existing shareholders for pre-emptive issues for general purposes

-  Empower the directors to allot shares for cash without first offering to existing shareholders for pre-emptive issues for acquisitions and other capital investments

-  Authorise the Company to purchase ordinary shares

-  Authorise the Company to purchase preference shares

-  Fix the notice period for general meetings

being resolutions (other than resolutions concerning ordinary business) passed by the Company at its AGM on 28 April 2017, have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do.

Copies are also available from the Company Secretary, Rotork Plc, Rotork House, Brassmill Lane, Bath, BA1 3JQ

Full details of the poll results for all resolutions are detailed below and can be found at:

http://www.rotork.com/investors/index/agm

Enquiries:

FTI Consulting	Tel:  + 44 (0)20 3727 1340
Nick Hasell / Susanne Yule
Rotork plc	Tel:  [phone]
Peter France, Chief Executive
Jonathan Davis, Finance Director
Sarah Matthews-DeMers, Director of Strategy and Investor Relations

28 April 2017

 

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