Source - LSE Regulatory
RNS Number : 7919X
Indivior PLC
06 May 2021
 

Indivior PLC (the 'Company')

Result of Annual General Meeting ('AGM')

May 6, 2021

The Company announces the voting results of its AGM, held earlier today at the Company's Registered Office at 234 Bath Road, Slough, Berks, SL1 4EE.  All resolutions were duly passed by shareholders by way of a poll.

Details of each resolution are set out in the Notice of Meeting circulated to shareholders on 25 March 2021.  The voting results, incorporating proxy votes lodged in advance of the AGM are set out below and will be made available on the Company's website at http://www.indivior.com/shareholders/shareholder-communications/.

 

RESOLUTION 

VOTES 
FOR 

% 

VOTES 
AGAINST 

% 

VOTES 
TOTAL 

% of ISC VOTED1 

VOTES 
WITHHELD2 

1. To receive the Annual Report and Accounts

536,567,559

99.76%

1,278,663

0.24%

537,846,222

73.21%

9,245,726

2. To approve the Directors' Remuneration Report

330,455,934

61.73%

204,877,688

38.27%

535,333,622

72.87%

11,757,556

3. To approve the Directors' Remuneration Policy

520,455,001

95.20%

26,236,873

4.80%

546,691,874

74.42%

398,798

4. To elect Jerome Lande

456,858,926

83.60%

89,614,344

16.40%

546,473,270

74.39%

618,678

5. To elect Joanna Le Couilliard

542,223,652

99.18%

4,456,318

0.82%

546,679,970

74.42%

411,978

6. To elect Ryan Preblick

544,987,405

99.69%

1,690,973

0.31%

546,678,378

74.42%

412,870

7. To elect Mark Stejbach

545,293,962

99.76%

1,339,060

0.24%

546,633,022

74.41%

458,926

8. To elect Juliet Thompson

546,087,062

99.89%

592,565

0.11%

546,679,627

74.42%

412,321

9. To re-elect Peter Bains

543,795,182

99.48%

2,844,847

0.52%

546,640,029

74.41%

451,919

10. To re-elect Mark Crossley

544,924,278

99.68%

1,760,751

0.32%

546,685,029

74.42%

406,919

11. To re-elect Graham Hetherington

505,476,865

93.45%

35,450,230

6.55%

540,927,095

73.63%

6,164,853

12. To re-elect Dr A. Thomas McLellan

508,200,345

92.97%

38,425,510

7.03%

546,625,855

74.41%

466,093

13. To re-elect Lorna Parker

513,232,165

93.89%

33,375,546

6.11%

546,607,711

74.41%

484,127

14. To re-elect Daniel J. Phelan

429,125,972

78.50%

117,559,082

21.50%

546,685,054

74.42%

406,894

15. To re-appoint PricewaterhouseCoopers LLP as Auditor

540,768,032

98.91%

5,980,532

1.09%

546,748,564

74.43%

343,393

16. To authorize the Audit Committee to determine the remuneration of the Auditor.

546,653,694

99.98%

100,691

0.02%

546,754,385

74.43%

337,572

17. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure

533,180,347

98.91%

5,884,439

1.09%

539,064,786

73.38%

8,027,083

18. To authorize the Directors to allot shares

532,085,955

98.70%

7,009,359

1.30%

539,095,314

73.38%

7,996,634

19. To authorize the Directors to disapply pre-emption rights up to 5% of the issued capital (Special Resolution)

538,720,748

99.94%

302,729

0.06%

539,023,477

73.37%

8,068,471

20. To authorize the Directors to disapply pre-emption rights up to an additional 5% for transactions which the Board determines to be an acquisition or other capital investment (Special Resolution)

520,958,983

96.63%

18,143,693

3.37%

539,102,676

73.39%

7,989,272

21. To authorize market purchases of the Company's ordinary shares (Special Resolution)

538,473,270

98.77%

6,729,385

1.23%

545,202,655

74.22%

1,889,149

22. To call a general meeting other than an annual general meeting on not less than 14 clear days' notice (Special Resolution)

537,452,084

98.31%

9,251,971

1.69%

546,704,055

74.42%

387,893

 

Notes

 

1.         As at the close of business on May 4, 2021, the total number of ordinary shares of US$0.10 eligible to be voted at the AGM was 734,620,989.  Therefore, the total voting rights in the Company as at that time was 734,620,989.

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

A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism in due course.

Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.

While all resolutions were passed at today's AGM, the Board notes that resolutions 2 and 14 received a significant number of votes against.

Resolution 2

With respect to Resolution 2, approval of the Remuneration Report, we are pleased that 61.73% of shareholders voted in favour of this resolution, but are disappointed by the outcome of the vote.  In the run up to the AGM we engaged with a number of shareholders to understand their concerns, which we understand related to the termination arrangements for the former Chief Executive Officer, Shaun Thaxter.  The Remuneration Committee determined, based on Mr Thaxter's leadership that produced years of positive operational performance, and the absence of any findings of personal wrongdoing or malfeasance, to allow Mr Thaxter to retain his outstanding LTIP awards.

Resolution 14

Resolution 14 was passed with 78.50% shareholder support for the re-election of Daniel Phelan as a Director.  The Board notes the result of this resolution.

Our shareholders' views are important to us and we intend to continue to engage with our largest shareholders on governance and remuneration matters.  We will publish an update on our engagement within six months of the date of the 2021 AGM.

 

 

Contact:             Kathryn Hudson

Company Secretary
Tel: +44 (0)1753 423940 / cosec@indivior.com

Jason Thompson
Vice President, Investor Relations
Tel: +1-804-402-7123 / jason.thompson@indivior.com

Tulchan Communications
Tel: +44 207-353-4200

Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.

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