12th Oct 2017 13:40
SKY PLC
(the 'Company')
Annual General Meeting voting results
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 2017, together with the reports of the Directors and Auditors | 1,169,927,205 | 99.77 | 2,745,132 | 0.23 | 9,149,972 |
2. | To approve the Directors' Remuneration Policy contained in the Directors' Remuneration Report | 1,099,069,186 | 93.76 | 73,113,237 | 6.24 | 9,639,886 |
3. | To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) | 833,056,357 | 70.99 | 340,399,243 | 29.01 | 9,649,701 |
4. | To reappoint Jeremy Darroch as a Director | 1,157,406,503 | 98.69 | 15,314,781 | 1.31 | 9,101,025 |
5. | To reappoint Andrew Griffith as a Director | 1,168,114,681 | 99.61 | 4,603,797 | 0.39 | 9,103,831 |
6. | To reappoint Tracy Clarke as a Director | 1,063,483,168 | 90.69 | 109,232,824 | 9.31 | 9,106,317 |
7. | To reappoint Martin Gilbert as a Director | 1,012,731,305 | 93.41 | 71,462,753 | 6.59 | 98,911,243 |
8. | To reappoint Adine Grate as a Director | 1,106,836,930 | 94.38 | 65,881,089 | 5.62 | 9,104,290 |
9. | To reappoint Matthieu Pigasse as a Director | 1,107,699,412 | 94.60 | 63,236,725 | 5.40 | 10,886,172 |
10. | To reappoint Andy Sukawaty as a Director | 1,095,946,261 | 93.46 | 76,711,515 | 6.54 | 9,164,533 |
11. | To appoint Katrin Wehr-Seiter as a Director | 1,170,860,839 | 99.84 | 1,858,235 | 0.16 | 9,103,235 |
12. | To reappoint James Murdoch as a Director | 913,584,535 | 78.04 | 257,044,436 | 21.96 | 12,476,330 |
13. | To reappoint Chase Carey as a Director | 1,163,246,865 | 99.19 | 9,472,866 | 0.81 | 9,102,578 |
14. | To reappoint John Nallen as a Director | 1,163,570,259 | 99.22 | 9,143,083 | 0.78 | 9,108,967 |
15. | To reappoint Deloitte LLP as Auditors of the Company and to authorise the Audit Committee of the Board to agree their remuneration | 1,127,955,959 | 96.18 | 44,760,733 | 3.82 | 9,105,617 |
16. | To authorise the Company and its subsidiaries to make political donations and incur political expenditure | 1,162,728,371 | 99.47 | 6,185,117 | 0.53 | 12,908,821 |
17. | To authorise the Directors to allot shares under Section 551 of the Companies Act 2006 | 1,164,201,465 | 99.27 | 8,508,029 | 0.73 | 9,112,815 |
18. | To authorise the Directors to disapply pre-emption rights (Special Resolution) | 1,165,622,176 | 99.50 | 5,895,764 | 0.50 | 10,304,369 |
19. | To authorise the Directors to disapply pre-emption rights for the purposes of acquisitions or capital investments (Special Resolution) | 1,165,403,705 | 99.48 | 6,116,600 | 0.52 | 10,302,004 |
20. | To allow the Company to hold general meetings (other than annual general meetings) on 14 days' notice (Special Resolution) | 1,139,939,999 | 97.20 | 32,786,798 | 2.80 | 9,095,512 |
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 | 424,180,661 | 79.52 | 109,232,824 | 20.48 | 9,106,317 |
7. | To reappoint Martin Gilbert as a Director | 373,428,798 | 83.94 | 71,462,753 | 16.06 | 98,911,243 |
8. | To reappoint Adine Grate as a Director | 467,534,423 | 87.65 | 65,881,089 | 12.35 | 9,104,290 |
9. | To reappoint Matthieu Pigasse as a Director | 468,396,905 | 88.11 | 63,236,725 | 11.89 | 10,886,172 |
10. | To reappoint Andy Sukawaty as a Director | 456,643,754 | 85.62 | 76,711,515 | 14.38 | 9,164,533 |
11. | To appoint Katrin Wehr-Seiter as a Director | 531,558,332 | 99.65 | 1,858,235 | 0.35 | 9,103,235 |
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 12 October 2017 was 1,719,017,230; 68.75% of the voting capital was instructed.
(d) Pursuant to the voting agreement between Sky and 21st Century Fox entered into in 2005, the voting rights of 21st Century Fox are capped at 37.19% of the issued share capital, or 639,302,507 shares as at 12 October 2017.
The Board is pleased that the majority of Resolutions have been passed with a high level of support from shareholders. The Board notes the significant vote against resolution 3, the Directors' Remuneration Report, and resolution 12, the re-election of James Murdoch, and will continue to engage with shareholders to understand their views as part of its ongoing programme of engagement.
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
12 October 2017
Related Shares:
Sky