TIDMINDV
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 % VOTES % VOTES % of VOTES
FOR AGAINST TOTAL ISC VOTED(1) WITHHELD(2)
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
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3. To approve the
Directors' Remuneration
Policy 520,455,001 95.20% 26,236,873 4.80% 546,691,874 74.42% 398,798
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4. To elect Jerome
Lande 456,858,926 83.60% 89,614,344 16.40% 546,473,270 74.39% 618,678
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5. To elect Joanna
Le Couilliard 542,223,652 99.18% 4,456,318 0.82% 546,679,970 74.42% 411,978
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6. To elect Ryan
Preblick 544,987,405 99.69% 1,690,973 0.31% 546,678,378 74.42% 412,870
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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
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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
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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
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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 du e
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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