10th Jul 2024 17:40
Worldwide Healthcare Trust PLC - Result of AGMWorldwide Healthcare Trust PLC - Result of AGM
PR Newswire
LONDON, United Kingdom, July 10
WORLDWIDE HEALTHCARE TRUST PLC
Results of the Annual General Meeting
The following resolutions were passed by shareholders on a poll at the Annual General Meeting of the Company held on Wednesday, 10 July 2024. The level of votes received is shown below.
| Resolutions | Votes For | % | Votes Against | % | Total Votes Cast | Votes Withheld* |
| Ordinary Resolutions | ||||||
| To receive and consider the audited accounts and the Report of the Directors for the year ended 31 March 2024. | 255,457,442 | 99.99% | 14,302 | 0.01% | 255,471,744 | 30,607 |
| To approve the payment of a final dividend of 2.1p per ordinary share for the year ended 31 March 2024. | 255,486,386 | 100.00% | 5,935 | 0.00% | 255,492,321 | 10,030 |
| To approve the Company's dividend policy as set out on page 31 of the Annual Report for the year ended 31 March 2024. | 255,455,553 | 99.99% | 16,695 | 0.01% | 255,472,248 | 30,103 |
| To re-elect Mr Doug McCutcheon as a Director of the Company. | 181,346,792 | 74.64% | 61,627,965 | 25.36% | 242,974,757 | 12,525,670 |
| To re-elect Mr Sven Borho as a Director of the Company. | 186,829,542 | 73.14% | 68,597,201 | 26.86% | 255,426,743 | 73,684 |
| To re-elect Dr Bina Rawal as a Director of the Company. | 216,903,447 | 99.97% | 72,255 | 0.03% | 216,975,702 | 38,524,725 |
| To re-elect Mr Tim Livett as a Director of the Company. | 255,351,714 | 99.97% | 73,525 | 0.03% | 255,425,239 | 75,188 |
| To re-elect Ms Jo Parfrey as a Director of the Company. | 255,364,786 | 99.97% | 71,580 | 0.03% | 255,436,366 | 64,061 |
| To re-appoint PricewaterhouseCoopers LLP as auditor and to authorise the Audit Committee to determine their remuneration. | 255,286,968 | 99.96% | 108,668 | 0.04% | 255,395,636 | 106,715 |
| To approve the Directors' Remuneration Report for the year ended 31 March 2024. | 242,950,834 | 95.12% | 12,452,604 | 4.88% | 255,403,438 | 98,913 |
| To authorise the Directors to allot securities in the Company. | 255,337,066 | 99.96% | 99,743 | 0.04% | 255,436,809 | 64,200 |
| Special Resolutions | ||||||
| To disapply the rights of pre -emption in relation to the allotment of securities. | 241,111,828 | 94.39% | 14,338,921 | 5.61% | 255,450,749 | 51,602 |
| To sell relevant shares for cash as if, immediately before the sale such shares are held by the Company as treasury shares. | 241,143,152 | 94.40% | 14,313,007 | 5.60% | 255,456,159 | 46,192 |
| To authorise the Company to make market purchases of shares in the Company. | 250,007,061 | 97.85% | 5,482,191 | 2.15% | 255,489,252 | 13,099 |
| That any General Meeting of the Company (other than the Annual General Meeting) shall be called by notice of at least 14 clear days. | 254,995,231 | 99.81% | 487,090 | 0.19% | 255,482,321 | 20,030 |
| Ordinary Resolution | ||||||
| To approve the continuance of the Company as an investment trust for a further period of five years. | 239,326,975 | 93.67% | 16,171,746 | 6.33% | 255,498,721 | 3,630 |
* Please note that `Vote withheld' is not a vote in law and is not counted in the calculation of the proportion of votes `For' and `Against `a resolution.
Any proxy votes which are at the discretion of the Chair of the Meeting have been included in the "for" total. A vote withheld is not a vote in law and is not counted in the calculations of votes cast by proxy.
At the date of the AGM the total number of Ordinary shares of 2.5p each in issue was 528,677,044 (with 72,988,156 shares held in treasury). The total number of voting rights was 528,677,044.
The voting figures will shortly also be available on the Company's website at www.worldwidewh.com
All of the resolutions proposed at the Annual General Meeting (AGM) were passed. The majority of resolutions passed with votes in favour in excess of 93%. The votes in favour of Resolution 4 to re-elect Doug McCutcheon and Resolution 5 to re-elect Sven Borho as directors of the Company, were 74.6% and 73.1% in favour respectively.
Where 20% or more of votes have been cast against any shareholder resolution, the Company is required by provision 4 of the UK Corporate Governance Code to explain what action it will take to consult shareholders to understand the reasons behind the result.
Mr McCutcheon, as Chair of the Board, together with Mr Borho and Dr Bina Rawal, the Company's Senior Independent Director, met with the Company's principal shareholders in advance of the AGM. The Board understands that some shareholders deem Mr McCutcheon to no longer be independent, due to his length of service (11 years) on the Board, and Mr Borho to not be independent, due to his role as a Managing Partner at OrbiMed Capital LLC, the Company's Portfolio Manager.
As stated in this year's Annual Report, Mr McCutcheon was asked by the Board to take on the role of Board Chair from July 2022 for a period of three to five years. This was to oversee the renewal of the Board and ensure an orderly succession process. Since then, all but one of the Board's Independent Directors have retired and the composition and leadership of the Board's Committees has been changed. In the upcoming financial year, the Company expects to add another new Independent Director, to replace Humphrey van der Klugt, who retired at this year's AGM. In the light of the good progress made, Mr McCutcheon is not expected to serve as Chair of the Company beyond the Company's 2026 AGM.
Mr Borho was appointed a Director of the Company in June 2018. The Board believes that the Company continues to benefit from his extensive knowledge and experience in investment matters. Mr Borho is the only Director deemed not to be independent by the Board. The Board has also taken steps to avoid any potential conflicts of interest, Mr Borho does not sit on any of the Board's Committees and he does not receive a fee for serving as a Director.
The Company will continue to engage with shareholders on these and other matters.
In accordance with Listing Rule 9.6.2, the full text of the special business resolution passed has been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Resolutions 1 to 16 will additionally be filed at Companies House.
10 July 2024
For further information please contact:
Mark Pope Frostrow Capital LLP - Company Secretary 020 3 008 4913
Related Shares:
Worldwide Healthcare Trust