Result of AGM

Morgan Sindall Group PLC
04 May 2023
 

Morgan Sindall Group plc

('the Company')

 

Result of AGM

 

4 May 2023

 

The Company announces the result of voting on the resolutions at its Annual General Meeting ('AGM') held on Thursday 4 May 2023, as set out in the AGM notice.

 

A poll was held on each of the resolutions and all the resolutions were duly passed by the required majority. Resolutions 1 to 19 were passed as ordinary resolutions, and resolutions 20 to 23 were passed as special resolutions. The results of the poll were as follows:

 

Ordinary Resolutions

Votes for

%

Votes against

%

Total votes

% of issued share capital voted

Votes withheld

1.      To receive and accept the Company's audited financial statements, the strategic report and the directors' and corporate governance report and the auditor's report for the year ended 31 December 2022

38,458,740

100.00%

341

0.00%

38,459,081

81.22%

106,166

2.      To approve the final dividend of 68 pence per ordinary share for the year ended 31 December 2022

38,564,057

100.00%

894

0.00%

38,564,951

81.44%

296

3.      To approve the remuneration policy as set out on pages 141 to 151 of the Company's Annual Report

27,256,102

77.81%

7,774,480

22.19%

35,030,582

73.98%

3,534,665

4.      To approve the remuneration report, (other than the part containing the remuneration policy), as set out on pages 134 to 163 of the Company's Annual Report

37,047,061

96.08%

1,512,063

3.92%

38,559,124

81.43%

7,623

5.      To reappoint Michael Findlay as a director

37,251,074

96.60%

1,311,734

3.40%

38,562,808

81.44%

3,939

6.      To reappoint John Morgan as a director

38,528,942

99.91%

34,841

0.09%

38,563,783

81.44%

2,964

7.      To reappoint Steve Crummett a director

38,485,321

99.80%

78,995

0.20%

38,564,316

81.44%

2,431

8.      To reappoint Malcolm Cooper as a director

38,280,862

99.27%

281,945

0.73%

38,562,807

81.44%

3,940

9.      To reappoint Tracey Killen as a director

33,945,206

96.81%

1,116,954

3.19%

35,062,160

74.05%

3,504,587

10.    To reappoint David Lowden as a director

37,924,716

98.34%

638,562

1.66%

38,563,278

81.44%

3,469

11.    To reappoint Jen Tippin as a director

38,287,092

99.28%

276,384

0.72%

38,563,476

81.44%

3,271

12.    To reappoint Kathy Quashie as a director

38,286,568

99.28%

276,378

0.72%

38,562,946

81.44%

3,801

13.    To re-appoint Ernst & Young LLP as auditor of the Company

38,558,521

99.99%

2,949

0.01%

38,561,470

81.44%

5,277

14.    To authorise the directors to determine the auditor's remuneration

38,563,446

99.99%

1,977

0.01%

38,565,423

81.44%

1,324

15.    To authorise the Company and its subsidiaries to make donations to political organisations and incur political expenditure 

38,438,808

99.68%

123,243

0.32%

38,562,051

81.44%

5,296

16.    To authorise the directors to allot shares

38,058,044

98.69%

505,585

1.31%

38,563,629

81.44%

3,118

17.    To approve the rules of the 2023 Long Term Incentive Plan ('the LTIP')

34,630,435

98.79%

424,657

1.21%

35,055,092

74.03%

3,511,655

18.    To approve the rules of the 2023 Share Option Plan ('the SOP')

38,256,655

99.22%

300,528

0.78%

38,557,183

81.43%

9,564

19.    To authorise the increase of the maximum fee paid to non-executive directors in aggregate to £800,000 p.a.

38,447,611

99.73%

105,884

0.27%

38,553,495

81.42%

13,252

Special Resolutions








20.    General authority to disapply pre-emption rights

38,461,532

99.75%

96,110

0.25%

38,557,642

81.43%

9,105

21.    Specific authority to disapply pre-emption rights in connection with an acquisition or specified capital investment

38,444,312

99.71%

112,558

0.29%

38,556,870

81.43%

9,877

22.    To authorise the Company to purchase its own shares

38,508,546

99.98%

8,881

0.02%

38,517,427

81.34%

49,320

23.    To allow meetings of the Company to be called on 14 clear days' notice

38,155,288

98.94%

407,983

1.06%

38,563,271

81.44%

3,476

Notes:

1.      Each shareholder present in person, or by proxy, was entitled to one vote per share held.

2.      Proxy votes which gave discretion to the Chair of the Annual General Meeting have been included in the 'For' total of the appropriate resolution.  

3.      A 'Vote Withheld' is not a vote in law and is not counted in the calculation of the proportion of the votes 'For' and 'Against' any resolution nor in the calculation of the proportion of 'Total issued share capital instructed' for any resolution.

4.      Votes 'For' and 'Against' any resolution are expressed as a percentage of votes validly cast for that resolution.

5.      At the close of business on 3 May 2023 the total number of ordinary shares in issue was 47,352,446 and at that time, the Company did not hold any shares in treasury.

6.      The scrutineer of the poll was Computershare Investor Services PLC, the Company's Share Registrar.

7.      While resolution 3 has passed and will be implemented, the remuneration committee appreciates that some shareholders have not been able to support the remuneration policy. The remuneration committee conducted a comprehensive engagement exercise with the Company's largest shareholders on proposed changes to the directors' remuneration policy in advance of this year's Annual General Meeting.  The majority of shareholders were supportive of the resolution and of the remuneration committee's approach to future-proofing the policy.  The Board is committed to open and transparent dialogue with shareholders and will continue to engage further with them to understand their views and concerns regarding this resolution.  In accordance with the UK Corporate Governance Code, we will publish and update on this engagement no later than 5 November 2023. 

The full text of the resolutions can be found in the Notice of Annual General Meeting which is available for inspection on the Company's website www.morgansindall.com.  In accordance with LR 9.6.2, a copy of the resolutions passed which are required to be made available for inspection has been submitted to the Financial Conduct Authority's National Storage Mechanism and will shortly be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Enquiries:

 

Clare Sheridan 

Company Secretary

+44 (0) 20 7307 9200

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