Result of the 2026 Annual General Meeting

Summary by AI BETAClose X

Zotefoams plc announced that all resolutions were passed at its Annual General Meeting on May 27, 2026, with 54.80% of the issued share capital represented by 27,207,906 ordinary shares. Key resolutions included the approval of the 2025 annual report, the new directors' remuneration policy with 93.63% for, and the declaration of a final dividend of 5.35 pence per ordinary share. Directors were re-elected with strong support, and the re-appointment of PKF Littlejohn LLP as auditor also passed with 99.99% of votes cast. Amendments to the company's Long Term Incentive Plan, Deferred Bonus Share Plan, and Approved Share Option Plan were also approved.

Disclaimer*

Zotefoams PLC
27 May 2026
 

Zotefoams plc

('the Company')

 

Result of the 2026 Annual General Meeting

 

27 May 2026 - The Company announces that at its Annual General Meeting held on 27 May 2026 at its offices at 675 Mitcham Road, Croydon CR9 3AL, all of the resolutions tabled at the meeting were passed on a poll vote. Resolutions 1 to 14 inclusive and Resolutions 18, 19 and 20 were passed as ordinary resolutions and resolutions 15, 16, 17 and 21 were passed as special resolutions. 

The total number of ordinary shares in issue in relation to the AGM is 49,646,234. Votes were cast by shareholders in respect of 27,207,906 ordinary shares amounting to 54.80% of the issued share capital.

The votes cast* were recorded as follows:

 

Resolution

For

% of votes cast

Against

% of votes cast

Votes Withheld

1.

To receive the annual report of the Company for the financial year ended 31 December 2025 (the "Annual Report").

 

27,133,383

 

100.00%

 

 

300

 

 

0.00%

 

 

75,640

 

2.

To approve the new remuneration policy of the directors of the Company (the "Directors" or the "Board") set out on page 91 of the Annual Report.

 

25,096,420

 

93.63%

 

1,707,213

 

6.37%

 

405,690

 

3.

To approve the Directors' report on remuneration for the financial year ended 31 December 2025 set out on page 91 of the Annual Report.

 

26,068,933

 

95.92%

 

1,110,256

 

4.08%

 

30,134

 

4.

To declare a final dividend for the year ended 31 December 2025 of 5.35 pence per ordinary share, such dividend to be payable on 1 June 2026 to shareholders on the register of members of the Company at the close of business on 1 May 2026.

 

 

27,207,606

 

 

100.00%

 

300

 

0.00%

 

1,417

 

5.

To re-elect L Drummond as a director of the Company.

 

  

25,106,209

 

 

92.29%

 

           

2,097,800

 

 

7.71%

 

                      

5,314

 

6.

To re-elect R M Cox as a director of the Company.

 

       

27,202,640

 

 

99.99%

 

                

2,021

 

 

0.01%

 

                      

4,662

 

7.

To re-elect J D Carling as a director of the Company.

 

       

26,822,395

 

 

98.60%

 

              

381,614

 

 

1.40%

 

                      

5,314

 

8.

To re-elect M S Swift as a director of the Company.

 

         

25,844,946

 

 

95.00%

 

           

1,359,001

 

 

5.00%

 

                      

5,376

 

9.

To re-elect C A Wall as a director of the Company.

 

          26,942,892

 

 

99.04%

 

              

261,055

 

 

0.96%

 

                      

5,376

 

10.

To elect N Wright as a director of the Company.

 

         

27,201,258

 

 

99.99%

 

                 

2,052

 

 

0.01%

 

                      

6,013

 

11.

To elect J Clarke as a director of the Company.

 

         

27,192,881

 

 

99.96%

 

                

10,399

 

 

0.04%

 

                      

6,043

 

12.

That PKF Littlejohn LLP be and is hereby re-appointed as Auditor of the Company to hold office from the conclusion of the AGM until the conclusion of the next general meeting at which accounts are laid before the Company.

 

         

27,080,836

 

 

99.99%

 

                 

2,598

 

 

0.01%

 

                   

125,889

 

13.

To authorise the Audit Committee to determine the Auditor's remuneration.

         

27,204,145

 

 

99.99%

 

                 

2,702

 

 

0.01%

 

                      

2,476

 

14.

To authorise the Directors to allot shares and grant rights to subscribe for or convert securities up to specified limits pursuant to Section 551 of the Companies Act 2006, in substitution for previous authorities.

 

         

24,581,000

 

 

90.43%

 

           

2,599,938

 

 

9.57%

 

                    

28,385

 

15.

Subject to the passing of resolution 14, to authorise the Directors to disapply pre-emption rights on the allotment of equity securities and sale of treasury shares for cash, within specified limits.

 

         

25,788,516

 

 

94.88%

 

           

1,391,704

 

 

5.12%

 

                    

29,103

 

16.

Subject to the passing of resolution 14, to authorise the Directors to disapply pre-emption rights for certain acquisitions or capital investments and related follow-on offers, within specified limits.

 

         

25,775,070

 

 

94.83%

 

           

1,404,929

 

 

5.17%

 

                    

29,324

 

17.

That the Company be and is hereby unconditionally and generally authorised for the purposes of Section 701 of the Act to make market purchases.

 

         

27,161,930

 

 

99.97%

 

                 

7,224

 

 

0.03%

 

                    

40,169

 

18.

That the amendments to the Zotefoams plc Long Term Incentive Plan 2017 ('2017 LTIP') be approved.

 

         

25,725,514

 

 

94.66%

 

           

1,452,022

 

 

5.34%

 

                    

31,787

 

19.

That the amendments to the Zotefoams plc Deferred Bonus Share Plan 2017 ('2017 DBSP') be approved.

 

         

25,950,310

 

 

95.48%

 

           

1,227,226

 

 

4.52%

 

                    

31,787

 

20.

That the amendments to the Zotefoams plc Approved Share Option Plan 2018 ("ASOP") be approved.

 

         

27,069,674

 

 

99.53%

 

             

127,430

 

 

0.47%

 

                    

12,219

 

21.

That a general meeting other than an AGM may be called on not less than 14 clear days' notice.

26,721,081

98.21%

485,792

1.79%

2,450

 

*  Total votes cast excludes votes withheld as a vote withheld is not a vote in law.

Further details of the resolutions (including the text of the resolutions) are given in the Notice of the 2026 Annual General Meeting, which is on page 179 of the 2025 Annual Report and which is also available on the Company's website.

Pursuant to Listing Rule 6.4, the Company also confirms that a copy of all relevant resolutions passed at its AGM will shortly be made available for public inspection via the National Storage Mechanism.

Emma Woollard

Group General Counsel and Company Secretary

Zotefoams plc

07526567602 

 

About Zotefoams plc

Zotefoams plc (LSE - ZTF) is a world leader in high-performance foam technology delivering optimal material solutions for the benefit of society. Utilising a variety of unique manufacturing processes, including environmentally friendly nitrogen expansion for lightweight AZOTE® polyolefin and ZOTEK® high-performance foams, Zotefoams sells to diverse markets worldwide. Zotefoams uses its own cellular materials to manufacture T-FIT® advanced insulation for demanding industrial markets.

Zotefoams is headquartered in London, UK, with manufacturing sites in Croydon, UK, Kentucky, USA and Brzeg, Poland (foam manufacture), Oklahoma, USA (foam products manufacture and conversion), Anglesola and Burgos, Spain (foam manufacture) and Jiangsu Province, China (T-FIT).

www.zotefoams.com

AZOTE®, ZOTEK®, and T-FIT® are registered trademarks of Zotefoams plc.

 

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