Regulatory News:
Pershing Square Holdings, Ltd. ("PSH" or the "Company")(LN:PSH) (NA:PSH) today held its Annual General Meeting of shareholders ("AGM") in St. Peter Port, Guernsey. At the AGM, PSH shareholders passed resolutions to: receive the annual report and the financial statements; re-elect the Company's four directors; elect two new directors, Bronwyn Curtis and Richard Wohanka, to the Company's board; re-appoint the Company's auditor; authorise the directors to determine the remuneration of the auditor; authorise the Company to buy back shares and launch a tender offer for up to an aggregate amount of $300 million of PSH's public shares; make certain amendments to the Articles of Incorporation of the Company to remove the existing ownership limit of 4.99% of the value of PSH's Public Shares and to permit certain conversions of Public Shares into Management Shares; and permit the disapplication of shareholders' pre-emption rights. All resolutions were passed on a poll.
The specifics of those resolutions can be can be found in the Notice of Annual General Meeting available on the Company's website, https://www.pershingsquareholdings.com/company-reports/noticesshareholders/.
The results of the proxy voting in respect of the public shares (the "Public Shares") are noted in the chart below. A vote withheld is not a vote in law and has not been counted in the votes for or against a resolution. All of the management shares (the "Management Shares") voted in favour of the resolutions and represented 9,011,694 votes. PS Independent Voting Company Limited ("VoteCo") voted its Special Voting Share in favour of the resolutions. The percentages in the chart aggregate the results of voting by the Public Shares, Management Shares and VoteCo, as applicable. Resolutions 4, 10 and 11 are Specified Matters for purposes of the UK Listing Rules, on which neither the Management Shares nor VoteCo are permitted to vote.
Resolution | For | Against | Vote Withheld | ||||
Resolution 1: Receive the annual report and the financial statements | |||||||
Ordinary Resolution of all Voting Shares | 119,293,092 99.99% | 27,730 0.01% | 4,551,566 | ||||
Resolution 2: To re-appoint the Company's auditor | |||||||
Ordinary Resolution of all Voting Shares | 119,358,773 99.96% | 138,694 0.04% | 4,374,921 | ||||
Resolution 3: To authorise the directors to determine the remuneration of the auditor | |||||||
Ordinary Resolution of all Voting Shares | 109,926,591 98.17% | 6,778,982 1.83% | 7,166,815 | ||||
Resolution 4: To re-elect Nicholas Botta as a Director | |||||||
Ordinary Resolution of the holders of Public | 104,698,283 98.22 | 1,895,990 1.78% | 17,278,115 | ||||
Resolution 5: To re-elect Richard Battey as a Director | |||||||
Ordinary Resolution of all Voting Shares | 103,859,832 97.83% | 7,948,659 2.17% | 12,063,897 | ||||
Resolution 6: To re-elect William Scott as a Director | |||||||
Ordinary Resolution of all Voting Shares | 116,614,225 99.35% | 2,424,759 0.65% | 4,833,404 | ||||
Resolution 7: To re-elect Anne Farlow as a Director | |||||||
Ordinary Resolution of all Voting Shares | 116,614,225 99.35% | 2,424,759 0.65% | 4,833,404 | ||||
Resolution 8: To elect Bronwyn Curtis as a Director | |||||||
Ordinary Resolution of all Voting Shares | 118,791,606 99.93% | 247,378 0.07% | 4,833,404 | ||||
Resolution 9: To elect Richard Wohanka as a Director | |||||||
Ordinary Resolution of all Voting Shares | 118,791,606 99.93% | 247,378 0.07% | 4,833,404 | ||||
Resolution 10: Authorising the Company to buy back shares | |||||||
Special Resolution of the holders of Public | 115,884,132 93.90% | 7,527,872 6.10% | 460,384 | ||||
Resolution 11: Authorising the Company to launch a tender offer for up to an aggregate amount of $300 | |||||||
Special Resolution of the holders of Public | 123,727,217 99.98% | 27,872 0.02% | 117,299 | ||||
Resolution 12: Amending the Articles of Incorporation to remove the ownership limit | |||||||
Special Resolution of all Voting Shares and an Ordinary Resolution of the holders of Public Shares | |||||||
Special Resolution of all Voting Shares | 123,727,217 99.99% | 27,872 0.01% | 117,299 | ||||
Ordinary Resolution of Public Shares | 123,727,217 99.98% | 27,872 0.02% | 117,299 | ||||
Resolution 13: Amending the Articles of Incorporation to permit certain conversions of Public Shares into | |||||||
Special Resolution of all Voting Shares and an Ordinary Resolution of the holders of Public Shares | |||||||
Special Resolution of all Voting Shares | 118,249,709 99.71% | 1,071,113 0.29% | 4,551,566 | ||||
Ordinary Resolution of Public Shares | 118,249,709 99.10% | 1,071,113 0.90% | 4,551,566 | ||||
Resolution 14: Permitting the disapplication of pre-emption rights | |||||||
Special Resolution of all Voting Shares | 122,948,159 99.85% | 576,243 0.15% | 347,986 | ||||
A copy of the 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/NSM.
About Pershing Square Holdings, Ltd.
Pershing Square Holdings, Ltd. (LN:PSH) (NA:PSH) is an investment holding company structured as a closed-end fund that makes concentrated investments principally in North American companies.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180424005764/en/
Contacts:
MEDIA:
Maitland
Seda Ambartsumian/Sam Turvey, +44 20 7379 5151
Media-pershingsquareholdings@maitland.co.uk