TIDMFLTR
RNS Number : 7477J
Flutter Entertainment PLC
28 April 2022
28 April 2022
Flutter Entertainment plc (the "Company")
Results of Annual General Meeting 2022
The Company announces that the following resolutions were
approved at its Annual General Meeting ("AGM") held on Thursday, 28
April 2022.
All resolutions as set out in the Notice of Meeting were duly
passed on a poll.
The number of votes for and against each of the resolutions put
before the meeting and the number of votes withheld were as
follows:
Resolutions Votes For(1) Votes Against Total votes(2) Votes Withheld(3)
No. of % No. of shares % No. of shares No. of shares
shares
------------ ------ -------------- ------- --------------- ------------------
1. Following a review of the
Company's
affairs, to receive and consider
the
Company's Financial Statements
for
the year ended 31 December 2021
and
the reports of the Directors and
External
Auditor thereon 122,789,148 99.98 21,562 0.02 122,854,091 43,381
------------ ------ -------------- ------- --------------- ------------------
2. To receive and consider the
Remuneration
Committee Chair's Statement and
the
Annual Report on Remuneration
for
the year ended 31 December
2021(4) 76,077,899 67.55 36,541,611 32.455 122,854,091 10,234,581
------------ ------ -------------- ------- --------------- ------------------
3(a). The election of Nancy Dubuc
as a Director 121,537,843 98.93 1,311,230 1.07 122,854,091 5,018
------------ ------ -------------- ------- --------------- ------------------
3(b). The election of Holly
Keller
Koeppel as a Director 120,776,882 98.31 2,073,087 1.69 122,854,091 4,122
------------ ------ -------------- ------- --------------- ------------------
3(c). The election of Atif Rafiq
as
a Director 122,666,262 99.85 183,593 0.15 122,854,091 4,236
------------ ------ -------------- ------- --------------- ------------------
4(a). Re-election of Zillah
Byng-Thorne
as a Director 93,442,061 83.17 18,914,102 16.83 122,854,091 10,497,928
------------ ------ -------------- ------- --------------- ------------------
4(b). Re-election of Nancy
Cruickshank
as a Director 121,658,818 99.03 1,190,255 0.97 122,854,091 5,018
------------ ------ -------------- ------- --------------- ------------------
4(c). Re-election of Richard
Flint
as a Director 118,184,630 96.20 4,664,539 3.80 122,854,091 4,922
------------ ------ -------------- ------- --------------- ------------------
4(d). Re-election of Andrew
Higginson
as a Director 104,368,072 92.67 8,249,462 7.33 122,854,091 10,236,557
------------ ------ -------------- ------- --------------- ------------------
4(e). Re-election of Jonathan
Hill
as a Director 121,917,458 99.84 200,795 0.16 122,854,091 735,838
------------ ------ -------------- ------- --------------- ------------------
4(f). Re-election of Alfred F.
Hurley
Jr. as a Director 121,135,555 98.61 1,713,596 1.39 122,854,091 4,940
------------ ------ -------------- ------- --------------- ------------------
4(g). Re-election of Peter
Jackson
as a Director 122,678,050 99.86 171,729 0.14 122,854,091 4,312
------------ ------ -------------- ------- --------------- ------------------
4(h). Re-election of David
Lazzarato
as a Director 122,268,236 99.53 580,731 0.47 122,854,091 5,124
------------ ------ -------------- ------- --------------- ------------------
4(i). Re-election of Gary McGann
as
a Director 119,904,339 97.60 2,945,516 2.40 122,854,091 4,236
------------ ------ -------------- ------- --------------- ------------------
4(j). Re-election of Mary Turner
as
a Director 122,134,280 99.42 714,871 0.58 122,854,091 4,940
------------ ------ -------------- ------- --------------- ------------------
5. Authority to the Directors to
set
the remuneration of the External
Auditor 121,006,161 98.50 1,845,341 1.50 122,854,091 2,589
------------ ------ -------------- ------- --------------- ------------------
6. Authority to call
extraordinary
general meetings on 14 clear
days'
notice * 118,668,363 96.60 4,182,714 3.40 122,854,091 3,014
------------ ------ -------------- ------- --------------- ------------------
7. Authority to allot shares 119,667,605 97.41 3,184,403 2.59 122,854,091 2,083
------------ ------ -------------- ------- --------------- ------------------
8A. Dis-application of
pre-emption
rights* 121,547,615 99.96 46,669 0.04 122,854,091 1,259,807
------------ ------ -------------- ------- --------------- ------------------
8B. Dis-application of
pre-emption
rights in connection with an
acquisition
or specified capital investment* 121,208,329 99.68 387,206 0.32 122,854,091 1,258,556
------------ ------ -------------- ------- --------------- ------------------
9. Authority to purchase own
shares* 122,432,065 99.67 410,310 0.33 122,854,091 11,716
------------ ------ -------------- ------- --------------- ------------------
10. Authority to reissue Treasury
Shares* 122,815,442 99.98 25,857 0.02 122,854,091 12,792
------------ ------ -------------- ------- --------------- ------------------
* Denotes Special Resolutions
NOTES:
(1) Votes "For" and "Against" are expressed as a percentage of
votes received. The "For" votes include those giving the Chair
discretion.
(2) The total number of ordinary shares in issue on Thursday, 28
April 2022 was 175,779,932. The Company does not currently hold any
ordinary shares as Treasury Shares.
(3) A vote "Withheld" is not a vote in law and is not counted in
the calculation of the votes "For" or "Against" the resolution.
(4) The Board notes that, although Resolution 2 was passed with
the necessary majority, 32.45% of votes received were against the
resolution. In advance of the AGM, the Remuneration Committee met
extensively with our major shareholders to discuss the approach to
remuneration. While shareholder feedback to the consultation was
positive and shareholders have voted in favour of Resolution 2, we
understand that a minority of shareholders had concerns with the
level of base salary increases awarded, and were unable to vote in
favour of Resolution 2 on this basis. As disclosed in our Annual
Report, in presenting our Directors' Remuneration Report for 2021,
the Remuneration Committee considered that increased base salary
levels for our CEO and CFO were necessary to ensure that our
Executive Director total remuneration packages are representative
of Flutter's business context, and remain competitive in both the
current UK market and the wider US and international digital
markets in which we now operate. The Remuneration Committee and the
Board continue to believe that these measures were appropriate and
in the best interests of the Company. Following the AGM, the
Company will continue to engage with shareholders to fully
understand their concerns in relation to Executive Director
remuneration and will take the full range of feedback received into
account when determining our new Remuneration Policy and preparing
our Remuneration Report for the financial year ending 31 December
2022, as required by the Irish Companies Act. In addition, in
accordance with the provisions of the 2018 UK Corporate Governance
Code, the Company will provide an update on the views received from
shareholders and actions taken no later than six months after the
AGM.
(5) The voting results in relation to Resolution 2 reflect the
proxy votes received by the Company in advance of the AGM as well
as those votes cast in person at the meeting. Following the
deadline for receipt of proxy votes of 11.00am (Irish time) on
Tuesday 26 April 2022, the Company became aware that the voting
instructions of certain institutional investors in relation to
Resolution 2 as advised to the Company were not reflected in the
proxy votes received by the Company. If these instructions had been
reflected in the proxy votes received by the Company, the vote in
favour of Resolution 2 would have been significantly above 70%.
This does not have any effect on the validity of the adoption of
Resolution 2 nor on any other resolution passed at the AGM. The
Company has no reason to believe that any other voting instructions
were similarly affected.
(6) The total number of votes cast at the AGM (i.e. For, Against
and Withheld) was 122,854,091 ordinary shares representing a 69.89%
turnout.
As announced on 22 February 2022, having served 9 years on the
Board, Michael Cawley decided not to seek re-election at the AGM
and stepped down from the Board at the conclusion of the
meeting.
The full text of the resolutions can be found in the Notice of
AGM, which is available for inspection at the UK's National Storage
Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism ,
and at Euronext Dublin (see below) and on the Company's website at
www.flutter.com/investors/shareholder-centre/agm .
A copy of the resolutions passed under special business (as
defined by the listing rules of the UK Listing Authority) will
shortly be submitted to the UK's National Storage Mechanism for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism and
forwarded to Euronext Dublin and available for inspection at:
Company Announcements Office
Euronext Dublin
The Exchange Buildings
Foster Place
D02 E796
Edward Traynor
Company Secretary
Flutter Entertainment plc
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END
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