13th Oct 2016 14:23
SKY PLC
(the 'Company')
Annual General Meeting voting results and Director changes
At the Annual General Meeting of the Company held today at Sky Central, Grant Way, Isleworth, Middlesex TW7 5QD at 11.00am, all resolutions were passed on a poll. The polling results for each resolution are set out below:
Resolutions | FOR | % | AGAINST | % | WITHHELD | |
1. | To receive the financial statements for the year ended 30 June 2016, together with the reports of the Directors and Auditors | 1,454,678,649 | 99.93 | 1,050,030 | 0.07 | 594,532 |
2. | To declare a final dividend for the year ended 30 June 2016 | 1,456,098,167 | 99.99 | 79,366 | 0.01 | 145,678 |
3. | To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) | 1,317,690,682 | 91.06 | 129,442,366 | 8.94 | 9,190,163 |
4. | To reappoint Jeremy Darroch as a Director | 1,445,218,671 | 99.25 | 10,933,854 | 0.75 | 170,686 |
5. | To reappoint Andrew Griffith as a Director | 1,443,665,104 | 99.14 | 12,487,207 | 0.86 | 170,900 |
6. | To reappoint Tracy Clarke as a Director | 1,416,861,247 | 97.30 | 39,289,571 | 2.70 | 172,393 |
7. | To reappoint Martin Gilbert as a Director | 1,359,707,266 | 93.38 | 96,449,358 | 6.62 | 166,587 |
8. | To reappoint Adine Grate as a Director | 1,430,231,903 | 98.22 | 25,917,304 | 1.78 | 174,004 |
9. | To reappoint Matthieu Pigasse as a Director | 1,418,831,325 | 97.75 | 32,680,597 | 2.25 | 4,811,289 |
10. | To reappoint Andy Sukawaty as a Director | 1,388,080,526 | 95.33 | 68,073,547 | 4.67 | 169,138 |
11. | To reappoint James Murdoch as a Director | 1,040,562,767 | 71.55 | 413,734,757 | 28.45 | 2,275,705 |
12. | To reappoint Chase Carey as a Director | 1,429,993,348 | 98.20 | 26,155,352 | 1.80 | 174,511 |
13. | To appoint John Nallen as a Director | 1,430,018,365 | 98.20 | 26,139,887 | 1.80 | 164,959 |
14. | To reappoint Deloitte LLP as Auditors of the Company and to authorise the Audit Committee of the Board to agree their remuneration | 1,379,494,667 | 95.08 | 71,454,289 | 4.92 | 5,374,255 |
15. | To authorise the Company and its subsidiaries to make political donations and incur political expenditure | 1,436,264,800 | 99.27 | 10,491,094 | 0.73 | 9,567,317 |
16. | To authorise the Directors to allot shares under Section 551 of the Companies Act 2006 | 1,437,497,787 | 98.73 | 18,526,772 | 1.27 | 298,652 |
17. | To authorise the Directors to disapply pre-emption rights (Special Resolution) | 1,443,941,543 | 99.74 | 3,795,249 | 0.26 | 8,586,419 |
18. | To authorise the Directors to disapply pre-emption rights for the purposes of acquisitions or capital investments (Special Resolution) | 1,425,700,473 | 98.56 | 20,787,387 | 1.44 | 9,835,351 |
19. | To allow the Company to hold general meetings (other than annual general meetings) on 14 days' notice (Special Resolution) | 1,295,800,185 | 89.29 | 155,505,571 | 10.71 | 5,017,455 |
VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS | ||||||
Resolutions | FOR | % | AGAINST | % | WITHHELD | |
6. | To reappoint Tracy Clarke as a Director | 777,558,740 | 95.19 | 39,289,571 | 4.81 | 172,393 |
7. | To reappoint Martin Gilbert as a Director | 720,404,759 | 88.19 | 96,449,358 | 11.81 | 166,587 |
8. | To reappoint Adine Grate as a Director | 790,929,396 | 96.83 | 25,917,304 | 3.17 | 174,004 |
9. | To reappoint Matthieu Pigasse as a Director | 779,528,818 | 95.98 | 32,680,597 | 4.02 | 4,811,289 |
10. | To reappoint Andy Sukawaty as a Director | 748,778,019 | 91.67 | 68,073,547 | 8.33 | 169,138 |
Notes:
(a) The votes "for" include those votes giving the Chairman 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 13 October 2016 was 1,719,017,230; 84.72% of the voting capital was instructed.
The Board is pleased that the majority of Resolutions have been passed with the significant support of shareholders. The Board notes the significant vote against resolution 11, the re-election of James Murdoch as a Non-Executive Director, and is aware that some proxy advisory services recommended that Shareholders vote against his election on the basis that he is not independent. The board decision to re-appoint James as Chairman was unanimous and recognised that he is a highly experienced executive with extensive knowledge of the international media industry and has been a strong contributor to Sky since he joined the Board in 2003. The Board is confident that with the appointment of Martin Gilbert as Deputy Chairman and Andrew Sukawaty as Senior Independent Director, there are strong governance processes in place to protect the interests of independent shareholders. Nevertheless, we will engage with those shareholders who voted against the resolution.
Director changes
The Company confirms that Dave Lewis retired from the Board and his position as an Independent Non-Executive Director and, following this morning's announcement, Katrin Wehr-Seiter has been appointed to the Board as an Independent Non-Executive Director immediately following the conclusion of today's Annual General Meeting. Following these changes, the Board continues to be comprised of a majority of Independent Non-Executive Directors.
In accordance with LR 9.6.2, copies of the special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism, and will shortly be available to view at www.morningstar.co.uk/uk/nsm.
Chris Taylor
Company Secretary
13 October 2016
Related Shares:
Sky