TIDMSNWS
RNS Number : 0884N
Smiths News PLC
27 January 2021
27 January 2021
SMITHS NEWS PLC
Result of 2021 Annual General Meeting
Smiths News plc announces that at its Annual General Meeting
(AGM) held at 11.30am today all resolutions put to the meeting were
duly passed by shareholders by way of a poll with the exception of
resolution 14 (the disapplication of further pre-emption rights in
connection with an acquisition or specified capital investment)
which failed to carry . The voting results are shown below.
Resolution For Against Withheld
No. of % No. of votes % No. of votes
votes
------------ ------- ------------- ------- -------------
To receive the Annual
Report and Accounts
for the 52 week period
1 ended 29 August 2020 160,764,728 96.38% 6,036,186 3.62% 253,689
-------------------------------- ------------ ------- ------------- ------- -------------
To approve the directors'
remuneration report
for the 52 week period
2 ended 29 August 2020 117,194,782 70.30% 49,503,413 29.70% 356,408
-------------------------------- ------------ ------- ------------- ------- -------------
3 To elect David Blackwood 160,651,797 96.32% 6,141,289 3.68% 261,517
-------------------------------- ------------ ------- ------------- ------- -------------
To re-elect Jonathan
4 Bunting 166,521,657 99.84% 272,110 0.16% 260,836
-------------------------------- ------------ ------- ------------- ------- -------------
5 To re-elect Denise Collis 166,645,427 99.92% 132,685 0.08% 276,491
-------------------------------- ------------ ------- ------------- ------- -------------
6 To re-elect Tony Grace 166,546,904 99.85% 246,261 0.15% 261,438
-------------------------------- ------------ ------- ------------- ------- -------------
To re-elect Michael
7 Holt 165,048,330 98.96% 1,729,522 1.04% 276,751
-------------------------------- ------------ ------- ------------- ------- -------------
8 To re-elect Mark Whiteling 166,648,724 99.92% 131,205 0.08% 274,674
-------------------------------- ------------ ------- ------------- ------- -------------
9 To re-appoint the auditor 166,676,863 99.95% 89,922 0.05% 287,818
-------------------------------- ------------ ------- ------------- ------- -------------
To authorise the Audit
Committee to determine
10 the auditor's remuneration 166,727,350 99.97% 57,701 0.03% 269,552
-------------------------------- ------------ ------- ------------- ------- -------------
Authority to make political
11 donations 119,596,891 90.32% 12,811,373 9.68% 34,646,339
-------------------------------- ------------ ------- ------------- ------- -------------
12 Authority to allot shares 133,329,639 79.96% 33,422,866 20.04% 302,098
-------------------------------- ------------ ------- ------------- ------- -------------
Authority to partially
disapply pre-emption
13 rights* 108,243,146 82.17% 23,489,280 17.83% 35,322,177
-------------------------------- ------------ ------- ------------- ------- -------------
Authority to disapply
pre-emption rights in
connection with an acquisition
or specified capital
14 investment* 98,265,437 74.61% 33,441,377 25.39% 35,347,789
-------------------------------- ------------ ------- ------------- ------- -------------
Authority to make market
purchases of ordinary
15 shares* 166,703,395 99.93% 114,450 0.07% 236,758
-------------------------------- ------------ ------- ------------- ------- -------------
Authority to call general
meetings (other than
the AGM) on 14 clear
16 days' notice* 131,559,219 99.81% 249,502 0.19% 35,245,882
-------------------------------- ------------ ------- ------------- ------- -------------
* Special resolution requiring 75% majority of those votes cast
at the meeting.
The Board acknowledges the following voting outcomes from
today's meeting:
-- the "significant votes" in excess of 20% that have been cast
against the Board's recommendation for each of resolution 2 (to
approve the directors' remuneration report for FY2020) and
resolution 12 (the directors' general authority to allot
shares);
-- the failure to pass resolution 14 (the disapplication of
further pre-emption rights in connection with an acquisition or
specified capital investment), primarily as a result of the votes
cast by two of the Company's shareholders; and
-- the significant number of votes (approximately 34.5m) which
have been registered as "withheld" by one of the Company's
shareholders in relation to each of resolutions 11 (authority to
make political donations), 13 (the initial disapplication of
pre-emption rights on cash share issues of up to 5%), 14 (the
disapplication of further pre-emption rights in connection with an
acquisition or specified capital investment) and 16 (notice of
General Meetings).
In relation to the failure to carry resolution 14, the Board
acknowledges that this is the second consecutive year in which this
particular resolution has failed to carry and, despite good levels
of engagement with shareholders over the past 12 months to better
understand the reasons behind their previous voting instructions,
the Board remains disappointed in this outcome. The Board notes in
particular that resolution 14 follows the provisions of the
Pre-emption Group's Statement of Principles for the disapplication
of pre-emption rights, reflects UK listed company market practice
and represents a marginal improvement in voting outcome vs last
year (71.64%). The Board is also of the view that the flexibility
afforded by this additional authority continues to be in the best
interests of the Company and shareholders.
In light of these voting outcomes, the Board remains committed
to continuing an open and transparent dialogue with the Company's
shareholders and will, accordingly, seek to continue to engage with
those shareholders regarding their views and/or any specific
concerns in these areas, how the Company may allay any such
concerns or issues and/or how the Board intends to take into
account (as applicable) any such feedback in its future
recommendations at forthcoming General Meetings in order to
encourage greater levels of support. We will publish an update on
this engagement, in accordance with the UK Corporate Governance
Code, within six months of the 2021 AGM and will report in the
Company's FY2021 Annual Report what steps have been taken by the
Board in order to better understand shareholders' views in relation
to these resolutions and what impact any feedback may have on
future decisions to be taken by the Board and actions or
resolutions to be proposed.
Notes:
1. Percentages are rounded to two decimal places.
2. Where shareholders appointed the Chairman as their proxy with
discretion as to voting, their votes were cast in favour of the
resolutions and have been included in the "For" total.
3. A "vote withheld" is not a vote in law and is not counted in
the calculation of the percentages of the votes cast for and
against a resolution.
4. The number of votes validly cast were in respect of
167,054,603 shares, representing 67.45% of the 247,659,200 issued
share capital of the Company, being the total number of shares in
issue at 6.30pm on 26(th) January 2021.
5. The full text of all of the resolutions is set out in the
Notice of AGM dated 14 December 2020 which is available on the
Company's website. Resolutions 13, 14, 15 and 16 were special
resolutions, requiring 75% majority of those votes cast at the
meeting.
6. In accordance with Listing Rule 9.6.2, a copy of the special
business passed at the AGM, being resolutions 12, 13, 15 and 16,
has been submitted to the National Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
7. The results of the AGM voting will also be made available on the Company's website at www.corporate.smithsnews.co.uk/investors
8. A list of questions received from shareholders in advance of
the AGM (other than any questions which the directors consider to
be frivolous or vexatious) together with the Company's answers to
these are set out on the Company's website at
www.corporate.smithsnews.co.uk/investors
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