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BOOT (HENRY) PLC Declaration of Voting Results & Voting Rights Announcements 2018

May 24, 2018

4667_dva_2018-05-24_fd07cadc-2c14-4d02-a8f0-71cbc581b10e.html

Declaration of Voting Results & Voting Rights Announcements

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National Storage Mechanism | Additional information

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RNS Number : 2446P

Boot(Henry) PLC

24 May 2018

HENRY BOOT PLC

RESULTS OF ANNUAL GENERAL MEETING ('AGM'): 24 MAY 2018

Henry Boot PLC ('the Company') announces that all resolutions contained in the Notice of Annual General Meeting dated 20 April 2018 previously circulated to the Company's shareholders were passed by way of a show of hands at the Annual General Meeting ('AGM') of the Company held today.

Details of the proxy voting instructions lodged prior to the AGM for each resolution (all of which were passed on a show of hands) are shown in the table below:

Resolution Total Votes Cast (excl. Votes Withheld) Total for and at discretion Total against Withheld
No. of votes No. of votes % of vote No. of votes % of vote No. of votes
Resolution 1:

To receive the Directors' Report, Auditors' Report, Strategic Report and the Financial Statements.
92,499,539 92,493,787 99.99 5,752 0.01 0
Resolution 2:

To declare a final dividend on the ordinary shares.
92,499,540 92,499,540 100.00 0 0.00 0
Resolution 3:

To approve the Directors' Remuneration Report.
89,398,337 77,802,883 87.03 11,595,454 12.97 3,098,702
Resolution 4:

To approve the Directors' Remuneration Policy.
91,103,977 79,610,196 87.38 11,493,781 12.62 1,395,563
Resolution 5:

To reappoint Jamie Boot as a Director.
92,438,842 75,672,458 81.86 16,766,384 18.14 60,698
Resolution 6:

To reappoint John Sutcliffe as a Director.
92,496,040 87,350,735 94.44 5,145,305 5.56 1,000
Resolution 7:

To reappoint Darren Littlewood as a Director.
92,498,540 87,304,582 94.38 5,193,958 5.62 1,000
Resolution 8:

To reappoint Joanne Lake as a Director.
92,498,539 83,260,414 90.01 9,238,125 9.99 1,000
Resolution 9:

To reappoint James Sykes as a Director.
91,965,332 72,409,130 78.74 19,556,202 21.26 534,208
Resolution 10:

To reappoint Peter Mawson as a Director.
92,498,539 88,976,264 96.19 3,522,275 3.81 1,000
Resolution 11:

To reappoint Gerald Jennings as a Director.
92,498,540 88,981,925 96.20 3,516,615 3.80 1,000
Resolution 12:

To reappoint PricewaterhouseCoopers LLP as auditors.
90,794,006 90,614,105 99.80 179,901 0.20 1,705,533
Resolution 13:

To authorise the Audit Committee to fix the auditors' remuneration.
92,499,540 92,491,787 99.99 7,753 0.01 0
Resolution 14:

To authorise the Directors under Section 551 of the Companies Act 2006 to allot shares.
92,498,540 90,955,178 98.33 1,543,362 1.67 1,000
Resolution 15:

To increase the maximum aggregate remuneration payable to Non-executive Directors.
91,125,286 90,912,267 99.77 213,019 0.23 1,374,254
Resolution 16:

To grant the authority requested in respect of the issue of equity securities for cash.
92,498,540 90,940,178 98.32 1,558,362 1.68 1,000
Resolution 17:

To authorise the Directors to make market purchases of the Company's shares.
92,498,910 90,555,703 97.90 1,943,207 2.10 629

The 'for' vote includes those giving discretion to the Chairman.

A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

On 22 May 2018, there were 133,123,580 Henry Boot PLC ordinary shares of 10p each in issue. Ordinary shareholders are entitled to one vote per share held.

We note that whilst all the resolutions were passed today, a significant number of the proxy votes (21.26%) were lodged against Resolution 9 in respect of the re-election of James Sykes. From our ongoing communications with investors, we understand that the concerns are largely in relation to his non-independent status and his role as Chair of the Audit Committee.

We will continue to engage with our shareholders, particularly those who have voted against this resolution, and will keep best practice under review.

A copy of the results for the AGM will also be available on the Company's website within the latest news section at www.henryboot.co.uk.

The full text of each of the resolutions is set out in the Notice of AGM. The 2017 Annual Report and Financial Statements, together with the Notice of AGM, are available to view on the National Storage Mechanism ('NSM') www.morningstar.co.uk/uk/NSM and a copy can also be found on the Company's website.

Enquiries:

Henry Boot PLC

Russell Deards

Company Secretary

Tel: 0114 255 5444

www.henryboot.co.uk 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.

END

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