23rd May 2016 15:49
LONDON (Alliance News) - Stock Spirits Group PLC said two of the resolutions held at its annual general meeting on Monday were not passed.
The drinks distributor said the resolution to dis-apply pre-emption rights was not passed, with 25.5% of votes being cast against and 74.7% of votes being cast for the resolution.
In addition, the resolution proposed by shareholder Western Gate Private Investments Ltd to conduct a board review of Stock Spirits' mergers and acquisition strategy was also not passed, with 45.9% of votes cast against and 54.1% of votes cast for the resolution.
Western Gate's two other resolutions, to appoint Alberto da Ponte and Randy Pankevicz as non-executive directors, were passed, although only just as 43.7% of votes were cast against da Ponte's appointment versus 56.3% for, while 43.2% of votes were cast against Pankevicz's appointment versus 56.8% for.
Western Gate owns 9.7% of Stock Spirits.
"The board acknowledges the results of the AGM and looks forward to a constructive working relationship with Mr da Ponte and Mr Pankevicz," Stock Spirits said in a statement, noting that the pair will act as non-independent non-executive directors due to their relationship with Western Gate.
Stock Spirits added that it will proceed with its plans to appoint two additional independent non-executive directors to the board.
Shortly after Stock Spirits' statement, Western Gate released a statement welcoming the appointment of da Ponte and Pankevicz to the board, but said it and other shareholders consider both directors to be independent.
"ISS, Glass Lewis, PIRC and Heidrick & Struggles consider Randy and Alberto to be independent," Western Gate's Luis Amaral said.
Amaral added that Western Gate sees no reason why Stock Spirits should "use company resources" to appoint a further two non-executive directors.
"Today's AGM result has delivered a clear mandate for change to address the performance and strategy issues which have been highlighted, and we would like the board's focus to be on this," Amaral said.
Shares in Stock Spirits closed up 1.9% at 161.00 pence on Monday.
By Karolina Kaminska; [email protected] @KarolinaAllNews
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