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Consort Medical Plc (CSRT)

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Wednesday 05 September, 2018

Consort Medical Plc

Result of AGM

RNS Number : 9051Z
Consort Medical PLC
05 September 2018
 

 

5 September 2018

Consort Medical plc

 

Result of Annual General Meeting Held on 5 September 2018

 

The Annual General Meeting ('AGM') of the Company was held at 2pm on Wednesday 5 September 2018 at the Company's Registered Office, Breakspear Park, Breakspear Way, Hemel Hempstead, Hertfordshire HP2 4TZ.

All of the resolutions put to the meeting were duly passed on a show of hands.  A summary of the forms of proxy for each resolution, received up to 48 hours before the time of the AGM, is set out below.

Resolution

FOR

% of Votes

DISCRETION

% of Votes

AGAINST

% of Votes

WITHHELD*

Poll

Yes/No

1.

To receive Annual Report and Accounts

43,295,546

99.98

4,040

0.01

15

0.01

0

NO

2.

To approve the directors' remuneration report

42,856,378

99.00

6,831

0.02

422,877

0.98

13,514

NO

3.

To approve the directors' remuneration policy

42,914,901

99.11

7,643

0.02

374,993

0.87

2,063

NO

4.

To declare a final dividend of 13.56p per ordinary share

43,292,603

99.97

6,831

0.02

15

0.01

152

NO

5.

To re-elect Dr Peter Fellner as a director

40,439,171

95.47

4,040

0.01

1,916,375

4.52

940,013

NO

6.

To re-elect Dr William Jenkins as a director

43,164,361

99.69

4,040

0.01

129,387

0.30

1,812

NO

7.

To re-elect Mr Stephen Crummett as a director

43,260,137

99.91

4,040

0.01

33,612

0.08

1,812

NO

8.

To re-elect Mr Ian Nicholson as a director

26,099,854

63.08

4,040

0.01

15,273,834

36.91

1,921,872

NO

9.

To re- elect Ms Charlotta Ginman as a director

38,307,504

88.47

4,040

0.01

4,986,243

11.52

1,812

NO

10.

To appoint KPMG LLP  as auditor

43,280,007

99.96

4,240

0.01

11,406

0.03

3,948

NO

11.

To authorise the directors to set the auditors' remuneration

43,294,846

99.98

4,240

0.01

515

0.01

0

NO

12.

To authorise the directors to allot shares

42,269,826

97.64

4,240

0.01

1,018,353

2.35

7,180

NO

13.

To authorise the directors to allot shares whilst disapplying pre-emption rights

42,215,384

97.49

7,031

0.02

1,076,471

2.49

715

NO

14.

To authorise the directors to disapplying pre-emption rights for acquisitions and capital projects

41,032,791

94.76

7,031

0.02

2,258,313

5.22

1,465

NO

15.

To authorise the directors to make market purchases  of the Company's shares

43,213,875

99.95

7,031

0.02

15,004

0.03

63,690

NO

16.

To approve the calling of a general meeting on not less than 14 days' notice

42,103,700

97.23

7,031

0.02

1,188,718

2.75

152

NO

 

Where shareholders have appointed the Chairman of the AGM as their proxy with discretion as to voting, these votes have been cast in favour of all the resolutions.

 

* A 'Vote Withheld' is not a vote in law and is not included in the percentage calculations.

 

Issued Share Capital at meeting date:               49,289,699                              Number of votes per share: 1

 

The Company acknowledges that, whilst resolution 8 (for the re-election of Ian Nicholson) was passed, a 36.91% vote against was received.  

We understand from our communications with shareholders that there are some concerns around the board's determination that Ian is an independent director for the purposes of the UK Corporate Governance Code, and his membership of the remuneration committee. As explained in the Annual Report, Ian previously acted as a consultant in addition to his role as a non-executive director, but this role has now ceased. The board considers that Ian is an independent director noting, in particular, his substantial contribution to the board, utilising his extensive experience to provide independent challenge.  

The Company will continue to engage with its shareholders, particularly those shareholders who have voted against resolution 8, or who have withheld their vote, and will seek to answer their questions and to allay any concerns for the future.

 The full text of the resolutions can be found in the Notice of AGM on the Company's website (www.consortmedical.com).

 

 The Company confirms that a copy of all the special business resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM

 

On 15 June 2018, in the Preliminary Announcement the Company announced that Dr Fellner had informed the Board of his intention to step down from his role as Chairman. Dr Fellner has confirmed that he will continue in his role as Chairman until his successor is appointed. At the AGM, the Company advised that the search for his successor was progressing well and further updates would be provided in due course

 

For further information, please contact:

Consort Medical plc

Tel: +44 (0) 1442 867920

Paul Hayes, Company Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 


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