29th Apr 2021 14:00
Date: 29 April 2021
Meggitt PLC
("the Company")
Result of AGM
The Board is pleased to announce that all resolutions proposed in the Notice of Meeting were put to the Annual General Meeting, held earlier today, and passed on a poll. The results of the poll are shown below.
The total number of votes received for each resolution is set out in the voting schedule below. Each shareholder present virtually or by proxy was entitled to one vote per share held. Votes withheld are not votes in law and therefore have not been counted in the calculation of the percentage of votes for or against a resolution. The percentages shown below are rounded to 2 decimal places.
The total number of Ordinary Shares in issue at close of business on 27 April 2021 was 781,333,531 (excluding 9,859 treasury shares).
VOTES FOR* | % | VOTES AGAINST | % | VOTES TOTAL | % ISSUED SHARE CAPITAL** | VOTES WITHHELD | |
Annual report | 634,637,392 | 100.00 | 10,061 | 0.00 | 634,647,453 | 81.23% | 1,061,926 |
Remuneration Policy | 477,572,623 | 75.66 | 153,628,927 | 24.34 | 631,201,550 | 80.79% | 4,507,829 |
Remuneration Report | 603,974,822 | 95.82 | 26,349,305 | 4.18 | 630,324,127 | 80.67% | 5,384,782 |
Re-elect Sir Nigel Rudd | 625,632,613 | 98.42 | 10,051,023 | 1.58 | 635,683,636 | 81.36% | 25,648 |
Re-elect Antony Wood | 635,634,986 | 99.99 | 46,093 | 0.01 | 635,681,079 | 81.36% | 28,205 |
Re-elect Guy Berruyer | 594,948,800 | 93.59 | 40,725,977 | 6.41 | 635,674,777 | 81.36% | 34,507 |
Re-elect Louisa Burdett | 635,645,123 | 99.99 | 41,370 | 0.01 | 635,686,493 | 81.36% | 22,791 |
Re-elect Colin Day | 589,161,650 | 92.68 | 46,524,172 | 7.32 | 635,685,822 | 81.36% | 23,462 |
Re-elect Nancy Gioia | 594,944,098 | 93.59 | 40,738,921 | 6.41 | 635,683,019 | 81.36% | 26,265 |
Re-elect Alison Goligher | 591,592,794 | 93.06 | 44,090,902 | 6.94 | 635,683,696 | 81.36% | 25,588 |
Re-elect Guy Hachey | 575,990,996 | 90.61 | 59,693,243 | 9.39 | 635,684,239 | 81.36% | 25,045 |
Re-elect Caroline Silver | 576,703,101 | 91.41 | 54,196,462 | 8.59 | 630,899,563 | 80.75% | 4,809,721 |
Auditors' appointment | 630,988,177 | 99.26 | 4,697,489 | 0.74 | 635,685,666 | 81.36% | 23,713 |
Auditors' fees | 635,515,057 | 99.97 | 164,561 | 0.03 | 635,679,618 | 81.36% | 29,666 |
Allot shares | 490,631,045 | 77.18 | 145,062,061 | 22.82 | 635,693,106 | 81.36% | 16,273 |
Pre-emption rights (5%)*** | 634,419,667 | 99.80 | 1,258,355 | 0.20 | 635,678,022 | 81.36% | 31,262 |
Pre-emption rights (additional 5%)*** | 607,209,563 | 95.52 | 28,468,449 | 4.48 | 635,678,012 | 81.36% | 31,272 |
Political donations | 634,563,624 | 99.83 | 1,057,503 | 0.17 | 635,621,127 | 81.35% | 87,781 |
Share buy-back*** | 629,843,369 | 99.16 | 5,359,431 | 0.84 | 635,202,800 | 81.30% | 506,579 |
14 days' notice GMs*** | 626,907,688 | 98.62 | 8,777,773 | 1.38 | 635,685,461 | 81.36% | 23,823 |
*Includes discretionary votes
** Excludes the 9,859 shares held in treasury on 27 April 2021
*** Special resolution requiring 75% of votes in favour to be passed, all other resolutions were ordinary resolutions.
Two copies of resolutions passed as special business at today's Annual General Meeting will, in accordance with Listing Rule 9.6.2, be submitted to the National Storage Mechanism as soon as practicable and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Resolution 2 - Remuneration Policy
We are pleased that the Remuneration Policy has been supported by a wide range of our shareholders. We carried out an extensive consultation with our largest shareholders (representing 65% of the register) and gained considerable positive feedback and support during the consultation. Amendments were made to the Policy proposal during this process to reflect shareholder feedback. The Board believes the final Policy put forward to be in the best interest of all stakeholders, and that it will help address many of the challenges presented to the aerospace sector by the events of the last 12 months.
We acknowledge that there were a significant number of votes cast against the Policy. The Board recognises that developing a new remuneration approach that meets the needs of all shareholders is difficult, but continues to firmly believe that adopting a hybrid share plan structure which incorporates both performance and restricted share awards, is the right approach for the Company in the current circumstances. The hybrid share plan maintains alignment of our executive directors with our senior leadership and our shareholders, whilst providing a strong mechanism to retain and motivate the broader senior management team in the wake of the significant uncertainty in our markets created by COVID-19. Full disclosure of the outcomes under the new Policy will be provided in the relevant Remuneration Report.
The Board acknowledges the different views amongst some of its shareholders and we will continue to consider the full range of feedback received from shareholders and wider stakeholders as we implement the Policy.
Resolution 15 - Authority to allot shares
We acknowledge that a number of our shareholders did not support this resolution. It remains standard market practice for many UK FTSE listed companies to retain this type of authority. As we have previously reported, the authority sought by the Company is in accordance with the UK Investment Association's share capital management guidelines and prevailing voting guidelines of leading corporate governance agencies applicable to UK listed companies.
However, we remain aware that some institutional investors, particularly outside the UK, have specific policies against supporting this type of resolution. Following the outcome of today's vote, we will continue our ongoing engagement with shareholders for which this authority presents concern and will keep best practice in this area under review.
Meggitt PLC +44(0) 2476 826 900
Marina Thomas, Group Company Secretary ([email protected])
Katie Lewis, Senior Assistant Company Secretary ([email protected])
Simon Grant, Assistant Company Secretary ([email protected])
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