Source - RNS
RNS Number : 4888M
Sky PLC
13 October 2016
 

SKY PLC

(the 'Company')

 

Annual General Meeting voting results and Director changes

 

At the Annual General Meeting of the Company held today at Sky Central, Grant Way, Isleworth, Middlesex TW7 5QD at 11.00am, all resolutions were passed on a poll. The polling results for each resolution are set out below:

 

Resolutions

FOR

%

AGAINST

%

WITHHELD

1.

To receive the financial statements for the year ended 30 June 2016, together with the reports of the Directors and Auditors

1,454,678,649

99.93

1,050,030

0.07

594,532

2.

To declare a final dividend for the year ended 30 June 2016

1,456,098,167

99.99

79,366

0.01

145,678

3.

To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy)

1,317,690,682

91.06

129,442,366

8.94

9,190,163

4.

To reappoint Jeremy Darroch as a Director

1,445,218,671

99.25

10,933,854

0.75

170,686

5.

To reappoint Andrew Griffith as a Director

1,443,665,104

99.14

12,487,207

0.86

170,900

6.

To reappoint Tracy Clarke as a Director

1,416,861,247

97.30

39,289,571

2.70

172,393

7.

To reappoint Martin Gilbert as a Director

1,359,707,266

93.38

96,449,358

6.62

166,587

8.

To reappoint Adine Grate as a Director

1,430,231,903

98.22

25,917,304

1.78

174,004

9.

To reappoint Matthieu Pigasse as a Director

1,418,831,325

97.75

32,680,597

2.25

4,811,289

10.

To reappoint Andy Sukawaty as a Director

1,388,080,526

95.33

68,073,547

4.67

169,138

11.

To reappoint James Murdoch as a Director

1,040,562,767

71.55

413,734,757

28.45

2,275,705

12.

To reappoint Chase Carey as a Director

1,429,993,348

98.20

26,155,352

1.80

174,511

13.

To appoint John Nallen as a

Director

1,430,018,365

98.20

26,139,887

1.80

164,959

14.

To reappoint Deloitte LLP as Auditors of the Company and to authorise the Audit Committee of the Board to agree their remuneration

1,379,494,667

95.08

71,454,289

4.92

5,374,255

15.

To authorise the Company and its subsidiaries to make political donations and incur political expenditure

1,436,264,800

99.27

10,491,094

0.73

9,567,317

16.

To authorise the Directors to allot shares under Section 551 of the Companies Act 2006

1,437,497,787

98.73

18,526,772

1.27

298,652

17.

To authorise the Directors to disapply pre-emption rights (Special Resolution)

1,443,941,543

99.74

3,795,249

0.26

8,586,419

18.

To authorise the Directors to disapply pre-emption rights for the purposes of acquisitions or capital investments (Special Resolution)

1,425,700,473

98.56

20,787,387

1.44

9,835,351

19.

To allow the Company to hold general meetings (other than annual general meetings) on 14 days' notice (Special Resolution)

1,295,800,185

89.29

155,505,571

10.71

5,017,455

 

VOTES OF INDEPENDENT SHAREHOLDERS ON THE  RESOLUTIONS CONCERNING THE

RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

Resolutions

FOR

%

AGAINST

%

WITHHELD

6.

To reappoint Tracy Clarke as a Director

777,558,740

95.19

39,289,571

4.81

172,393

7.

To reappoint Martin Gilbert as a Director

720,404,759

88.19

96,449,358

11.81

166,587

8.

To reappoint Adine Grate as a Director

790,929,396

96.83

25,917,304

3.17

174,004

9.

To reappoint Matthieu Pigasse as a Director

779,528,818

95.98

32,680,597

4.02

4,811,289

10.

To reappoint Andy Sukawaty as a Director

748,778,019

91.67

68,073,547

8.33

169,138

 

Notes:

(a)   The votes "for" include those votes giving the Chairman discretion.

(b)   A vote "withheld" is not counted towards the votes cast "for" or "against" a resolution.

(c)   The total number of shares in issue on 13 October 2016 was 1,719,017,230; 84.72% of the voting capital was instructed.

 

The Board is pleased that the majority of Resolutions have been passed with the significant support of shareholders. The Board notes the significant vote against resolution 11, the re-election of James Murdoch as a Non-Executive Director, and is aware that some proxy advisory services recommended that Shareholders vote against his election on the basis that he is not independent. The board decision to re-appoint James as Chairman was unanimous and recognised that he is a highly experienced executive with extensive knowledge of the international media industry and has been a strong contributor to Sky since he joined the Board in 2003. The Board is confident that with the appointment of Martin Gilbert as Deputy Chairman and Andrew Sukawaty as Senior Independent Director, there are strong governance processes in place to protect the interests of independent shareholders. Nevertheless, we will engage with those shareholders who voted against the resolution.

 

 

Director changes

 

The Company confirms that Dave Lewis retired from the Board and his position as an Independent Non-Executive Director and, following this morning's announcement, Katrin Wehr-Seiter has been appointed to the Board as an Independent Non-Executive Director immediately following the conclusion of today's Annual General Meeting. Following these changes, the Board continues to be comprised of a majority of Independent Non-Executive Directors. 

 

 

In accordance with LR 9.6.2, copies of the special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism, and will shortly be available to view at www.morningstar.co.uk/uk/nsm.

 

 

Chris Taylor

Company Secretary

 

13 October 2016

 

 

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
RAGMJBJTMBTBBTF

Related Charts

Sky (SKY)

+212.50p (+26.92%)
delayed 18:15PM