29th Jun 2015 15:41
29 June 2015
Source BioScience plc
('Source BioScience' or 'Company')
RESULT OF ANNUAL GENERAL MEETING
Source BioScience confirms that all resolutions put to the 2015 Annual General Meeting held on the 11 June were duly passed by the required majority.
Voting on the resolutions was as follows:
Resolution | Description | For | Against | Withheld |
1 | To adopt the annual accounts for the year ended 31 December 2014, the Directors' Report (including the Strategic Report) and the Auditor's Report | 169,513,771 | 1,360 | 3,750 |
2 | To approve the Directors' Remuneration Policy | 169,444,493 | 32,129 | 41,899 |
3 | To approve the Annual Report on Remuneration | 169,446,760 | 31,288 | 40,833 |
4 | To approve the amendments to the Annual Bonus Plan | 169,443,977 | 33,859 | 41,045 |
5(Note 1) | To approve the establishment of the Long-Term Incentive Plan (Note 2) | 88,919,310 | 44,043,479 | 36,486,499 |
6 | To re-elect Dr Leaves as a Director | 169,504,588 | 555 | 13,738 |
7 | To re-elect Dr Foden as a Director | 169,502,828 | 2,408 | 13,645 |
8 | To elect Mr Metcalfe as a Director | 169,503,137 | 1,822 | 13,922 |
9 | To elect Mrs Liversidge as a Director | 169,503,105 | 2,131 | 13,645 |
10 | To appoint KPMG LLP as auditor | 169,490,230 | 12,394 | 16,257 |
11 | To authorise the Directors to issue shares up to 33% of the nominal value of the current ordinary share capital of the Company | 169,499,486 | 5,763 | 13,632 |
12 | To authorise the Directors to disapply pre-emption rights on equity issues for cash up to 10% of the current ordinary share capital of the Company | 169,500,289 | 8,617 | 9,975 |
13 | To authorise the Directors to make market purchases of Company shares | 169,510,333 | 6,911 | 1,637 |
14 | To authorise the Directors to call a general meeting by notice of not less than 14 days | 169,512,878 | 5,478 | 525 |
Note 1 - Resolution 5
Subsequent to the Notice of Annual General Meeting, and prior to the date of the meeting, shareholders with 100,290,816 votes requested further consultation on Resolution 5. Pursuant to Article 52 of the Articles of Association of the Company, after all other resolutions had been considered the Chairman adjourned the Annual General Meeting to allow for further consultation on Resolution 5 to take place.
The Annual General Meeting was re-convened on 25 June 2015 and Resolution 5 was duly passed by the required majority.
Note 2 - Long-Term Incentive Plan
Following further consultation and feedback from shareholders, the Remuneration Committee has made certain changes to the Company's Remuneration Policy and terms of the new Long-Term Incentive Plan ('LTIP') to ensure that its Policy supports the long-term business strategy and corporate governance best practice. These changes relate to the structure of the LTIP and the performance conditions which determine the level of vesting.
LTIP structure
The individual award levels in the LTIP will be extended to allow the Remuneration Committee to grant a one-off award of up to 300% of salary (an 'initial award'). However, where an initial award has been granted to an Executive Director no subsequent LTIP awards can be made for the next three years. This approach ensures that there is a greater alignment with shareholder interests and a sharper focus on executing the business strategy over the next stage of the Company's development. An additional one year holding period has been introduced following the vesting of any LTIP award.
Performance conditions
The performance conditions that were initially proposed by the Remuneration Committee in respect of the first awards under the LTIP were set out on page 110 of the Company's Notice of Annual General Meeting 2015 contained in the Annual Report and Accounts for the year ended 31 December 2014.
The amended performance conditions will be as follows:
Performance measures | Vesting schedule | ||||||||
The PBT and EBITDA targets will be replaced with share price and EPS In addition a free cash flow and return on capital employed ('ROCE') underpin will be introduced.
| Share price target 70% of the LTIP award will vest if the Company's volume weighted adjusted share price is at least 20p at the end of the three year performance period. This will be determined over the 30 day period following the announcement of the Company's financial results for the year ending 31 December 2017.
EPS target
** straight line vesting between 1.00 pence and 1.30p
EPS underpin The EPS element of the LTIP will not vest if the 3 year cumulative free cash flow to underlying net income is less than 80% and the Company's ROCE for the year ending 31 December 2017 is less than 9% |
The amended performance conditions ensure that there is a closer link to those key corporate metrics which will drive long-term value creation and the shareholder experience. Although PBT and EBITDA remain key measures for the purposes of the Annual Bonus Plan the adoption of the new measures ensures a greater differentiation between the short and long term incentive measures and payments to the Executive Directors and Senior Managers.
---ENDS---
For further information please contact:
Source BioScience plc
Dr Nick Ash, CEO
Tel: +44 (0) 115 973 9010
Email: [email protected]
www.sourcebioscience.com
Related Shares:
SBS.L