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PZ CUSSONS PLC (PZC)

  Print          Annual reports

Tuesday 23 November, 2021

PZ CUSSONS PLC

Annual General Meeting

RNS Number : 3215T
PZ CUSSONS PLC
23 November 2021
 

23 November 2021

 

PZ CUSSONS PLC

(the 'Company')

 

Annual General Meeting

 

At the Annual General Meeting of the Company held today at Radisson Blu Hotel Manchester Airport, Chicago Ave, Manchester, M90 3RA all resolutions were passed on a poll.

 

The polling results for each resolution are set out below:

 

 

RESOLUTION

VOTES FOR

%

VOTES AGAINST

%

VOTES TOTAL

% of ISC VOTED

VOTES WITHHELD

1

To receive the audited financial statements

331,251,174

100.00

2,487

0.00

331,253,661

77.26

189,401

2

To approve the Report on Directors' Remuneration

294,059,802

88.73

37,359,552

11.27

331,419,354

77.30

23,708

3

To approve the amendment in the Directors' Remuneration Policy

281,444,488

85.18

48,976,661

14.82

330,421,149

77.07

1,021,913

4

To approve the amendment to LTIP rules

280,472,871

84.88

49,946,287

15.12

330,419,158

77.07

1,022,734

5

To declare a final dividend

331,450,511

100.00

773

0.00

331,451,284

77.31

41,778

6

To re-elect J C Myers

331,398,905

99.99

24,660

0.01

331,423,565

77.30

69,497

7

To elect S Pollard

331,248,773

99.96

121,542

0.04

331,370,315

77.29

71,577

8

To re-elect C L Silver

292,034,864

88.83

36,712,229

11.17

328,747,093

76.68

2,691,863

9

To re-elect K Bashforth

293,257,222

88.50

38,119,678

11.50

331,376,900

77.29

64,992

10

To re-elect D Kucz

298,102,144

89.95

33,309,251

10.05

331,411,395

77.30

30,497

11

To re-elect J R Nicolson

306,164,333

92.42

25,104,062

7.58

331,268,395

77.27

173,497

12

To re-elect J C D Townsend

323,001,914

97.47

8,370,881

2.53

331,372,795

77.29

69,097

13

To elect J Sodha

331,328,567

99.99

48,184

0.01

331,376,751

77.29

65,141

14

To elect V Juarez

331,346,401

99.99

28,120

0.01

331,374,521

77.29

67,371

15

To re-appoint the auditor of the

Company

331,346,549

99.99

27,093

0.01

331,373,642

77.29

69,420

16

To fix the

remuneration of the auditor

331,359,538

100.00

14,761

0.00

331,374,299

77.29

68,763

17

To make political donations

328,657,428

99.23

2,563,712

0.77

331,221,140

77.26

221,922

18

To allot shares

305,981,188

92.34

25,372,542

7.66

331,353,730

77.29

89,332

19*

To allot equity securities for cash

305,397,772

92.21

25,809,352

7.79

331,207,124

77.25

235,938

20*

To permit the calling of a general meeting with no less than 14 clear days' notice

328,129,414

99.02

3,262,433

0.98

331,391,847

77.30

45,203

21*

To approve the new Articles of Association

331,329,619

99.98

68,783

0.02

331,398,402

77.30

44,660

 

*Special Resolution

VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE   RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

 

Resolution

VOTES FOR

%

VOTES AGAINST

%

VOTES TOTAL

% of ISC VOTED

9

To re-elect K Bashforth

112,472,515

74.69

38,119,678

25.31

150,592,193

62.26

10

To re-elect D Kucz

117,317,437

77.89

33,309,251

22.11

150,626,688

62.27

11

To re-elect J R Nicolson

125,379,626

83.32

25,104,062

16.68

150,483,688

62.22

12

To re-elect J C D Townsend

142,217,207

94.44

8,370,881

5.56

150,588,088

62.26

13

To elect J Sodha

150,543,860

99.97

48,184

0.03

150,592,044

62.26

14

To elect V Juarez

150,561,694

99.98

28,120

0.02

150,589,814

62.26

 

Notes:

 

(a) The votes "for" include those votes giving the Chair discretion.

(b) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.

(c) The total number of shares in issue on 23 November 2021 was 428,724,960.

(d) The Board notes that resolutions 9 (to re-elect K Bashforth) and 10 (to re-elect D Kucz) were passed with the necessary majority but with significant votes against by the independent shareholders. The Board understands that this is primarily attributable to the votes of a large institutional shareholder who has expressed concerns over remuneration targets and NED share ownership.  The Board has engaged with shareholders on these issues extensively and will continue to engage to better understand and discuss any concerns.   The Board endeavours to balance the interests of all stakeholders in its decisions and appreciates that some stakeholders may have divergent policies on particular issues.  In accordance with the 2018 Corporate Governance Code, the Board will provide an update within six months of the AGM.

(e) In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism, and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The full text of the resolutions passed at the Annual General Meeting can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism and also on the Company's website at www.pzcussons.com.

 

K Massie

 

Company Secretary

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