07/22/2021 | Press release | Distributed by Public on 07/22/2021 08:25
22 July 2021
At the Annual General Meeting (AGM) of Halma plc held on 22 July 2021, all the resolutions contained in the Notice of Meeting and put to the meeting were duly passed. Resolutions 1 to 17 were passed as ordinary resolutions and resolutions 18 to 21 were passed as special resolutions. The results of the poll are set out below.
|Resolution||Votes For*||%||Votes Against||%||Votes Total||% Voted||Votes Withheld**|
|1||Annual Report and Accounts||301,042,146||100.00||37||0.00||301,042,183||79.30%||175,256|
|2||Declaration of final dividend||300,526,090||99.78||673,428||0.22||301,199,518||79.34%||24,421|
|5||Election of Dame Louise Makin||300,703,831||99.86||420,659||0.14||301,124,490||79.32%||99,449|
|6||Election of Dharmash Mistry||301,063,746||99.98||52,900||0.02||301,116,646||79.32%||107,293|
|7||Re-election of Carole Cran||267,765,435||88.91||33,401,341||11.09||301,166,776||79.33%||57,163|
|8||Re-election of Jo Harlow||263,310,946||87.43||37,855,546||12.57||301,166,492||79.33%||57,447|
|9||Re-election of Tony Rice||251,678,500||83.57||49,486,733||16.43||301,165,233||79.33%||58,706|
|10||Re-election of Marc Ronchetti||300,574,717||99.80||588,670||0.20||301,163,387||79.33%||60,552|
|11||Re-election of Roy Twite||267,620,064||88.88||33,480,216||11.12||301,100,280||79.31%||123,659|
|12||Re-election of Jennifer Ward||300,697,769||99.85||459,253||0.15||301,157,022||79.33%||66,917|
|13||Re-election of Andrew Williams||284,155,649||94.35||17,011,231||5.65||301,166,880||79.33%||57,059|
|14||Re-appointment of Auditor||299,530,803||99.47||1,592,144||0.53||301,122,947||79.32%||100,992|
|15||Remuneration of Auditor||300,681,877||99.85||444,021||0.15||301,125,898||79.32%||98,041|
|16||Authority to allot shares||294,564,439||97.81||6,590,482||2.19||301,154,921||79.33%||69,017|
|17||Authority to make political donations||292,781,368||97.23||8,343,991||2.77||301,125,359||79.32%||98,280|
|18||Disapplication of pre-emption rights||298,466,323||99.11||2,685,981||0.89||301,152,304||79.32%||71,435|
|19||Additional disapplication of pre-emption rights||292,226,899||97.04||8,925,505||2.96||301,152,404||79.32%||71,535|
|20||Authority to purchase own shares||295,479,918||98.44||4,688,007||1.56||300,167,925||79.07%||1,056,014|
|21||Notice of general meetings||278,838,624||92.59||22,330,739||7.41||301,169,363||79.33%||54,576|
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
During 2020/21, the Remuneration Committee consulted extensively with Halma's largest shareholders, proxy advisors and shareholder representative organisations on the proposed Directors' Remuneration Report (Resolution 3) and the proposed Directors' Remuneration Policy (Resolution 4).
The Board was pleased to note that 92.88% of shareholders voted in support of the proposed Directors' Remuneration Report. Accordingly, the fiscal year 2022 salary change noted in the report will be implemented by the Remuneration Committee with effect from 1 June 2021.
The Board was also pleased to note that 60.18% of shareholders voted in support of the proposed Directors' Remuneration Policy, the first substantial change for six years. Accordingly, the Policy will take effect for three years from fiscal year 2022 and will be implemented by the Remuneration Committee.
The Board acknowledges that some shareholders did not support the Policy, in part due to the impact of concurrent increases in Executive Director salaries, the potential Bonus maximum award and the potential Long Term Incentive Plan (LTIP) maximum award, with 39.82% of shareholders voting against Resolution 4.
The Board will engage with shareholders in relation to these matters in the coming months. As part of this consultation, the Board will seek to fully understand the reasons behind these votes against and will provide an update in accordance with the UK Corporate Governance Code within six months of the Annual General Meeting.