MENZIES(JOHN) PLC - Result of AGM
London, May 17
John Menzies plc
Results of Annual General Meeting (the "AGM")
The Company's AGM was held today at 14:00. All resolutions were voted on by poll. Resolutions 1 to 12 were duly passed by the shareholders of the Company as ordinary resolutions but ordinary resolution 13 was not passed. Resolutions 14 and 15 were passed as special resolutions.
Total votes received for each ordinary and special resolution proposed at the AGM are as follows:
|**%AGE of ISC VOTED||***VOTES|
|1. To receive the Annual Accounts of the Company for the financial year ended 31 December 2018, the Strategic Report and the Reports of the Directors and Auditor thereon||67,824,771||99.98||11,153||0.02||67,835,924||80.51%||42,162|
|2. To approve the Report on Directors' Remuneration (excluding the|
Directors' Remuneration Policy) as set out in the Annual Report
and Accounts for the financial year ended 31 December 2018
|3. To declare a final dividend of 14.5 pence per ordinary share in the Company for the financial year ended 31 December 2018||67,873,026||99.99||3,576||0.01||67,876,602||80.56%||1,485|
|4. To re-elect Paul Baines as a director of the Company||63,473,096||93.52||4,397,645||6.48||67,870,741||80.55%||5,242|
|5. To re-elect David Garman as a director of the Company||61,804,416||91.06||6,068,427||8.94||67,872,843||80.55%||5,243|
|6. To re-elect John Geddes as a director of the Company||67,747,116||99.84||110,967||0.16||67,858,083||80.54%||20,003|
|7. To re-elect Philipp Joeinig as a director of the Company||67,653,104||99.68||219,739||0.32||67,872,843||80.55%||5,243|
|8. To re-elect Silla Maizey as a director of the Company||63,514,875||93.58||4,357,970||6.42||67,872,845||80.55%||5,242|
|9. To re-elect Dermot Smurfit as a director of the Company||54,795,885||80.73||13,076,163||19.27||67,872,048||80.55%||6,039|
|10. To re-elect Giles Wilson as a director of the Company||67,747,465||99.82||125,379||0.18||67,872,844||80.55%||5,243|
|11. To re-appoint Ernst & Young LLP as the Company's auditor||67,248,463||99.54||310,477||0.46||67,558,940||80.18%||319,146|
|12. To authorise the directors of the Company to fix the remuneration of the|
|13. Authority to allot ordinary shares in the Company||32,223,224||47.48||35,647,876||52.52||67,871,100||80.55%||6,987|
|14. Purchase of own ordinary shares by the Company||67,827,953||99.96||25,405||0.04||67,853,358||80.53%||24,728|
|15. Purchase of own preference shares by the Company||67,772,126||99.88||79,624||0.12||67,851,750||80.53%||26,336|
*The votes of any proxy giving the Chairman discretion how to vote have been included in the votes For a resolution.
**The total number of ordinary shares in issue (excluding treasury shares) and eligible to be voted on at the AGM was 84,259,049.
***A vote withheld is not a vote in law and is not counted in the calculation of percentage of votes For or Against a resolution.
The Company notes that a significant number of votes were cast against resolution 13, which sought authority to allot ordinary shares in the Company. The Company will undertake a detailed review of any feedback received on this resolution to ensure it fully understands the reasons behind the voting result and allow it to understand shareholders' concerns. Additionally, a significant number of votes were cast against resolution 2 and resolution 9. The Board takes seriously its responsibilities to represent the interests of shareholders and to uphold the highest standards of corporate governance and is open to constructive dialogue with shareholders and shareholder bodies. Accordingly, it will continue to engage with shareholders over the coming months in respect of the votes received against these resolutions. Further, in line with the provisions of the 2018 UK Corporate Governance Code, we will provide an update on the views received from shareholders on these issues and actions taken in response no later than in six months' time.
In accordance with Listing Rule 9.6.2R, a copy of all resolutions, other than resolutions concerning ordinary business, will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM
If you require further information, please contact:
Corporate Affairs Director and Group Company Secretary
John Menzies plc
+44 (0)131 225 8555