Results of Annual General Meeting
02 May 2019
At the Annual General Meeting of the Company held on 2 May 2019, all resolutions put to shareholders were duly passed on a poll with the required majorities. The full text of each resolution is contained in the Notice of Annual General Meeting. Resolutions 1 to 18 were passed as ordinary resolutions. Resolutions 19 to 22 were passed as special resolutions.
The total number of ordinary shares in issue (excluding shares held in treasury) at the close of business on 30 April 2019 was 604,948,281.
The final votes received in respect of each resolution put to the meeting were as set out below.
| Votes for (including discretionary votes) | % Votes for | Votes against | % Votes against | Total number of votes validly cast | % of the Company's issued share capital represented by votes validly cast | Votes withheld* | ||
| Ordinary Resolutions | ||||||||
|
1 |
To receive and adopt the Annual Report & Accounts | 486,827,898 | 99.99 | 37,883 | 0.01 | 486,865,781 | 80.48% | 2,357,683 |
|
2 |
To approve the Directors' Remuneration Report | 469,031,339 | 96.68 | 16,098,201 | 3.32 | 485,129,540 | 80.19% | 4,093,923 |
|
3 |
To approve the Directors' Remuneration Policy | 474,625,161 | 97.15 | 13,908,311 | 2.85 | 488,533,472 | 80.76% | 689,992 |
|
4 |
To declare a final dividend of 7.9 pence per ordinary share | 488,551,247 | 100.00 | 5,667 | 0.00 | 488,556,914 | 80.76% | 666,551 |
|
5 |
To elect Karen Caddick | 486,462,714 | 99.57 | 2,089,341 | 0.43 | 488,552,055 | 80.76% | 671,410 |
|
6 |
To re-elect Mark Allen | 482,320,289 | 99.42 | 2,809,057 | 0.58 | 485,129,346 | 80.19% | 4,094,118 |
|
7 |
To re-elect Andrew Cripps | 481,816,084 | 98.62 | 6,721,508 | 1.38 | 488,537,592 | 80.76% | 685,873 |
|
8 |
To re-elect Geoff Drabble | 482,323,340 | 99.42 | 2,806,942 | 0.58 | 485,130,282 | 80.19% | 4,093,182 |
|
9 |
To re-elect Tiffany Hall | 474,591,580 | 97.15 | 13,945,217 | 2.85 | 488,536,797 | 80.76% | 686,668 |
|
10 |
To re-elect Andrew Livingston | 488,511,419 | 99.99 | 25,378 | 0.01 | 488,536,797 | 80.76% | 686,668 |
|
11 |
To re-elect Richard Pennycook | 470,408,896 | 98.76 | 5,892,187 | 1.24 | 476,301,083 | 78.73% | 12,922,482 |
|
12 |
To re-elect Mark Robson | 488,339,732 | 99.96 | 199,315 | 0.04 | 488,539,047 | 80.76% | 684,418 |
|
13 |
To re-elect Debbie White | 456,494,924 | 99.42 | 2,685,719 | 0.58 | 459,180,643 | 75.90% | 30,042,822 |
|
14 |
To re-appoint Deloitte LLP as the Auditor | 480,461,939 | 98.34 | 8,086,560 | 1.66 | 488,548,499 | 80.76% | 674,965 |
|
15 |
To authorise the Directors to determine the remuneration of the Auditor | 485,541,971 | 99.38 | 3,008,510 | 0.62 | 488,550,481 | 80.76% | 672,983 |
|
16 |
To renew authority to make political donations | 473,246,259 | 98.18 | 8,771,189 | 1.82 | 482,017,448 | 79.68% | 7,206,017 |
|
17 |
To renew the Directors' authority to allot shares | 442,291,665 | 90.41 | 46,893,353 | 9.59 | 489,185,018 | 80.86% | 38,447 |
|
18 |
To approve the adoption of the Long Term Incentive Plan | 478,468,118 | 97.80 | 10,740,770 | 2.20 | 489,208,888 | 80.87% | 14,576 |
| Special Resolutions | ||||||||
|
19 |
To renew the Directors' authority for the disapplication of pre-emption rights | 488,469,800 | 99.86 | 695,483 | 0.14 | 489,165,283 | 80.86% | 58,182 |
|
20 |
To renew the Directors' authority to make market purchases of the Company's own shares | 484,926,923 | 99.16 | 4,124,829 | 0.84 | 489,051,752 | 80.84% | 171,712 |
|
21 |
To replace article 135 of the Company's articles of association | 488,463,460 | 100.00 | 17,297 | 0.00 | 488,480,757 | 80.75% | 742,708 |
|
22 |
To authorise general meetings to be held on 14 clear days' notice | 462,542,195 | 94.68 | 26,011,470 | 5.32 | 488,553,665 | 80.76% | 669,800 |
*A vote "withheld" is not a vote in law. Votes "withheld" were not counted in the calculation of the proportion of the votes for and against each of the resolutions.
In accordance with the Listing Rules, a copy of the resolutions passed, other than ordinary business, will be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
Full details of the poll results will also be available on the Company's website: www.howdenjoinerygroupplc.com/investors/shareholder/agm/
Enquiries:
Forbes McNaughton, Company Secretary: +44 (0) 207 535 1137
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