SPIRENT COMMUNICATIONS
PLC
RESULTS OF 2024 ANNUAL GENERAL
MEETING
London, UK - 1 May 2024:
Spirent Communications plc ("the Company") (LSE: SPT), the leading
provider of automated test and assurance solutions for
next-generation devices and networks, announces that, at the 2024
Annual General Meeting ("2024 AGM") of the Company held earlier
today all resolutions as set out in the Notice of 2024 AGM dated 27
March 2024 were duly passed by shareholders on a poll.
The results of the poll are set out
below and will shortly also be placed on the Company's website
at https://corporate.spirent.com/shareholder-information/agm
Resolution
|
For1
|
Against
|
Votes Withheld2
|
No.
|
Item
of business
|
No.
of shares
|
%
|
No.
of shares
|
%
|
No.
of shares
|
1
|
To receive the Company's financial
statements for the year to 31 December 2024, together with the
reports of the directors and auditor
|
343,941,243
|
99.99
|
40,384
|
0.01
|
2,318,923
|
2
|
To approve the Report on directors'
remuneration as set out on pages 83 to 109 of the Annual Report for
the year to 31 December 2023
|
322,326,471
|
93.30
|
23,140,897
|
6.70
|
833,182
|
3
|
To approve the Directors'
Remuneration Policy as set out on pages 101 to 109 of the Annual
report for the year to 31 December 2023
|
194,438,134
|
56.81
|
147,826,608
|
43.19
|
4,035,808
|
4
|
To re-elect Paula Bell as a
director
|
345,601,212
|
99.81
|
674,292
|
0.19
|
25,046
|
5
|
To re-elect Maggie Buggie as a
director
|
338,852,712
|
97.86
|
7,425,859
|
2.14
|
21,979
|
6
|
To re-elect Gary Bullard as a
director
|
289,479,790
|
83.60
|
56,796,107
|
16.40
|
24,653
|
7
|
To re-elect Wendy Koh as a
director
|
337,198,730
|
97.84
|
7,453,347
|
2.16
|
1,648,473
|
8
|
To re-elect Edgar Masri as a
director
|
338,892,271
|
97.87
|
7,378,615
|
2.13
|
29,664
|
9
|
To re-elect Jonathan Silver as a
director
|
334,423,057
|
96.58
|
11,852,960
|
3.42
|
24,533
|
10
|
To re-elect Sir Bill Thomas as a
director
|
330,923,456
|
96.02
|
13,729,587
|
3.98
|
1,647,507
|
11
|
To re-elect Eric Updyke as a
director
|
345,722,414
|
99.84
|
549,603
|
0.16
|
28,533
|
12
|
To re-appoint Deloitte LLP as
auditor
|
346,216,553
|
99.99
|
47,974
|
0.01
|
36,023
|
13
|
To authorise the directors to
determine the remuneration of the auditor
|
346,231,652
|
99.99
|
37,669
|
0.01
|
31,229
|
14
|
Re-adoption of Long Term Incentive
Plan ("LTIP")
|
202,138,794
|
59.06
|
140,122,720
|
40.94
|
4,039,036
|
15
|
To authorise the directors to allot
securities
|
339,104,709
|
97.93
|
7,153,129
|
2.07
|
42,712
|
16
|
To authorise the directors to
dis-apply pre-emption rights
|
345,701,253
|
99.91
|
309,927
|
0.09
|
289,370
|
17
|
To authorise the Company to make
market purchases of its own shares
|
344,225,755
|
99.51
|
1,698,054
|
0.49
|
376,741
|
18
|
To authorise a 14 day notice period
for general meetings
|
325,115,131
|
93.89
|
21,154,386
|
6.11
|
31,033
|
As regards resolutions 3 and 14, we
are grateful to the 56.81% of shareholders who voted in favour of
resolution 3 to approve our new Directors' Remuneration Policy, and
to the 59.06% of shareholders who voted in favour of resolution 14
to approve the adoption of the Spirent plc Long-Term Incentive Plan
2024. However, the Board notes the significant level of dissent in
respect of these resolutions.
The Committee consulted extensively
with shareholders prior to proposing the new Policy and many of the
shareholders to whom we spoke understood the rationale for the
proposed change. We were disappointed that, despite several
conversations, ISS's recommendations appeared to be based almost
exclusively on the location of our listing, with little account
taken of where we operate the competitive landscape in those
markets. We are also aware that there has been significant change
in our shareholder base in recent weeks and therefore not all
shareholders will have been involved in the full consultation which
began during 2023.
The Committee remains confident that
the ability to use a hybrid long-term incentive is necessary for
the Company in order to align with market practice in the US, which
represents the majority of Spirent's operations and sales, and is
the home location of the majority of the executive committee,
including our CEO. We have been clear that it does not currently
intend to use the additional headroom under the new Policy, nor the
ability to use restricted share awards, for either of the two
current Executive Directors and would consult with shareholders if
this position changes in the future.
We will therefore continue to engage
with shareholders on this matter, in line with the
above.
A copy of the special resolutions
passed (resolutions 16 to 18 inclusive) will be submitted to the
FCA National Storage Mechanism and will be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
The Board has also withdrawn its
recommendation of the cash offer made by Viavi Solutions
Acquisitions Limited for the entire issued and to be issued share
capital of the Company (the "Viavi Offer") and, on 17 April 2024
announced the intention to indefinitely adjourn the court meeting
and general meeting scheduled in connection with the Viavi Offer
(the "Viavi Offer Shareholder Meetings"). The Viavi Offer
Shareholder Meetings were also held today and indefinitely
adjourned.
- ends
-
Enquiries
Angus Iveson
Company Secretary
|
Spirent Communications plc
|
+44 (0)1293 767676
|
About Spirent Communications plc
Spirent Communications plc (LSE:
SPT) is the leading global provider of automated test and assurance
solutions for networks, cybersecurity and positioning. The Company
provides innovative products, services and managed solutions that
address the test, assurance and automation challenges of a new
generation of technologies, including 5G, SD-WAN, Cloud, autonomous
vehicles and beyond. From the lab to the real world, Spirent helps
companies deliver on their promise to their customers of a new
generation of connected devices and technologies. Further
information about Spirent Communications plc can be found at
https://corporate.spirent.com/.
Spirent Communications plc Ordinary
Shares are traded on the London Stock Exchange (ticker: SPT; LEI:
213800HKCUNWP1916L38). The Company operates a Level 1 American
Depositary Receipt (ADR) programme with each ADR representing four
Spirent Communications plc Ordinary Shares. The ADRs trade in the
US over-the-counter (OTC) market under the symbol SPMYY and the
CUSIP number is 84856M209. Spirent ADRs are quoted on the Pink OTC
Markets electronic quotation service which can be found at
https://www.otcmarkets.com/marketplaces/otc-pink.
Spirent and the Spirent logo are
trademarks or registered trademarks of Spirent Communications plc.
All other trademarks or registered trademarks mentioned herein are
held by their respective companies. All rights reserved.
Cautionary statement regarding
forward-looking statements
This document may contain
forward-looking statements which are made in good faith and are
based on current expectations or beliefs, as well as assumptions
about future events. You can sometimes, but not always, identify
these statements by the use of a date in the future or such words
as "will", "anticipate", "estimate", "expect", "project", "intend",
"plan", "should", "may", "assume" and other similar words. By their
nature, forward-looking statements are inherently predictive and
speculative and involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.
You should not place undue reliance on these forward-looking
statements, which are not a guarantee of future performance and are
subject to factors that could cause our actual results to differ
materially from those expressed or implied by these statements. The
Company undertakes no obligation to update any forward-looking
statements contained in this document, whether as a result of new
information, future events or otherwise.