Source - LSE Regulatory
RNS Number : 1062V
Renishaw PLC
29 November 2023
 

Renishaw plc (the "Company")

 

Results of Annual General Meeting 2023

 

All resolutions proposed at the Annual General Meeting ("AGM") held on 29 November 2023 were duly passed on a poll. Resolutions 1 to 15 were passed as ordinary resolutions and resolution 16 was passed as a special resolution. The result of the poll is as follows:

 

Resolution

Votes For

%

Votes Against

%

Votes Total

% of ISC1 Voted Excl Withheld

Votes Withheld2

1.     Receive the Annual Report 2023

61,646,484

98.41

998,952

1.59

62,645,436

86.06%

1,252,069

2.     Approve the Remuneration Policy

61,006,328

95.50

2,875,973

4.50

63,882,301

87.76%

15,204

3.     Approve the Remuneration Report

61,923,884

97.05

1,879,562

2.95

63,803,446

87.66%

94,059

4.     Declare a final dividend

63,889,934

99.99

4,182

0.01

63,894,116

87.78%

3,389

5.     Re-elect David McMurtry as a director

43,723,560

68.74

19,887,835

31.26

63,611,395

87.39%

286,110

6.     Re-elect John Deer as a director

45,497,182

71.52

18,114,153

28.48

63,611,335

87.39%

286,170

7.     Re-elect Will Lee as a director

63,674,597

99.89

70,955

0.11

63,745,552

87.58%

151,953

8.     Re-elect Allen Roberts as a director

63,259,563

99.25

479,551

0.75

63,739,114

87.57%

158,391

9.     Re-elect Catherine Glickman as a director

61,947,650

97.19

1,790,230

2.81

63,737,880

87.57%

159,625

10.   Re-elect David Grant as a director

61,087,343

95.84

2,650,879

4.16

63,738,222

87.57%

159,283

11.   Re-elect Juliette Stacey as a director

63,159,277

99.09

580,845

0.91

63,740,122

87.57%

157,383

12.   Re-elect Stephen Wilson as a director

63,438,643

99.53

299,579

0.47

63,738,222

87.57%

159,283

13.   Elect Karen Holford as a director

63,736,636

99.99

3,486

0.01

63,740,122

87.57%

157,383

14.   Re-appoint Ernst & Young LLP as auditors

63,451,645

99.31

440,984

0.69

63,892,629

87.78%

4,876

15.   Authorise the Audit Committee to determine the auditors' remuneration

63,883,429

99.99

8,438

0.01

63,891,867

87.78%

5,638

16.   Authorise the Company to purchase its own shares3

63,442,863

99.30

444,254

0.70

63,887,117

87.77%

10,388

1 Issued Share Capital.

2 A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.

3 Special resolution requiring 75% majority.

 

Votes of independent shareholders on the resolutions concerning the election or re-election of the independent Non-executive Directors

10.   Re-elect Catherine Glickman as a director

23,494,391

92.92

1,790,230

7.08

25,284,621

73.64%

159,625

11.   Re-elect David Grant as a director

22,634,084

89.52

2,650,879

10.48

25,284,963

73.64%

159,283

12.   Re-elect Juliette Stacey as a director

24,706,018

97.70

580,845

2.30

25,286,863

73.65%

157,383

13.   Re-elect Stephen Wilson as a director

24,985,384

98.82

299,579

1.18

25,284,963

73.64%

159,283

14.   Elect Karen Holford as a director

25,283,377

99.99

3,486

0.01

25,286,863

73.65%

157,383

 

In accordance with Listing Rule 9.2.2E, resolutions 10 to 14 inclusive were approved by: (a) the shareholders of the Company; and (b) the independent shareholders of the Company.

 

The total voting rights of the Company on the day on which shareholders had to be on the register in order to be eligible to vote was 72,788,543.

 

In accordance with Listing Rule 9.6.2R, a copy of resolution 16, which was passed as a special resolution, has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

The Board is pleased that the majority of resolutions were passed with a high level of support from shareholders. The Board has considered the votes against resolutions 5, the re-election of Sir David McMurtry (31.26%) and 6, the re-election of John Deer (28.48%) (together, the "Founders").

 

To better understand the reasoning behind the votes against, meetings have been held with those shareholders wishing to discuss aspects of corporate governance in the run up to the AGM. The main matters of concern continue to be the absence of a relationship agreement between the Founders and the Company, succession planning and Board diversity.

 

In respect of succession planning and the composition of the Board, the Nomination Committee continues to monitor, and is supportive of, the current structure of the Board believing that it provides the Company with access to significant strategic vision, commercial experience, and operational and international expertise. The Board keeps its skills and experience under review and a succession planning exercise for both Board and key operational roles has recently taken place to encourage a diverse pipeline of talent for senior managerial roles. Further, and as previously announced, the Board has appointed Professor Karen Holford, Independent Non-executive Director, taking the number of independent Non-executive Directors to five, and increasing the gender diversity of the Board.

 

As indicated in the previous six months update statement released on 16 May 2023, the Board will continue to consult with its shareholders on these matters. An update statement will be released within six months.

 

Renishaw plc

29 November 2023

 

Registered office:

New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR

Registered number:

01106260, England and Wales

Contact name:

Karen Atterbury

Contact telephone:

01453 524524

www.renishaw.com

 

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