12th May 2021 13:24
12 May 2021
Ultra Electronics Holdings plc
("Ultra" or the "Company")
Result of AGM
Ultra Electronics Holdings plc held its Annual General Meeting ("AGM") at noon today at the Company's registered office at 35 Portman Square, London W1H 6LR. A poll was conducted on each Resolution and all Resolutions were passed by the requisite majority.
The voting results for the Resolutions tabled at the meeting are as follows:
Resolution | For | Against | Total Votes Cast
| % Issued Share Capital Voted | Votes Withheld* | |||
Number of Votes | % of Votes | Number of Votes | % of Votes | |||||
ORDINARY RESOLUTIONS (requiring a simple majority of votes cast to be carried) | ||||||||
01 | To receive the 2020 Annual Report | 63,094,641 | 100.00% | 200 | 0.00% | 63,094,841 | 88.59% | 98,981 |
02 | To approve the Directors' Remuneration Report | 56,366,605 | 98.49% | 861,588 | 1.51% | 57,228,193 | 80.35% | 5,965,629 |
03 | To approve the Final Dividend | 63,192,529 | 100.00% | 150 | 0.00% | 63,192,679 | 88.72% | 1,143 |
04 | To elect Lt Gen (Ret) K W Hunzeker | 63,179,253 | 99.98% | 11,948 | 0.02% | 63,191,201 | 88.72% | 2,621 |
05 | To re-elect Mr. M. Broadhurst | 62,386,532 | 99.84% | 99,085 | 0.16% | 62,485,617 | 87.73% | 708,205 |
06 | To re-elect Ms. G. Gopalan | 63,088,870 | 99.84% | 101,076 | 0.16% | 63,189,946 | 88.72% | 3,876 |
07 | To re-elect Ms. V. Hull | 63,090,277 | 99.84% | 98,576 | 0.16% | 63,188,853 | 88.72% | 4,969 |
08 | To re-elect Mr. S. Pryce | 63,178,594 | 99.98% | 12,441 | 0.02% | 63,191,035 | 88.72% | 2,787 |
09 | To re-elect Mr. W. A. Rice | 45,192,941 | 77.70% | 12,968,034 | 22.30% | 58,160,975 | 81.66% | 5,032,847 |
10 | To re-elect Mr. M. J. Sclater | 63,185,561 | 99.99% | 5,474 | 0.01% | 63,191,035 | 88.72% | 2,787 |
11 | To re-elect Mr. D. J. Shook | 62,925,642 | 99.58% | 263,428 | 0.42% | 63,189,070 | 88.72% | 4,752 |
12 | To re-appoint Deloitte as Auditors | 61,629,958 | 97.53% | 1,560,839 | 2.47% | 63,190,797 | 88.72% | 3,025 |
13 | To authorise the Directors to agree auditor's remuneration | 62,307,165 | 98.60% | 883,365 | 1.40% | 63,190,530 | 88.72% | 3,292 |
14 | To authorise Directors to allot shares | 60,833,247 | 96.27% | 2,359,326 | 3.73% | 63,192,573 | 88.72% | 1,249 |
SPECIAL RESOLUTIONS (requiring 75% of votes cast to be carried) | ||||||||
15 | To dis-apply pre-emption rights - 5% | 63,102,134 | 99.98% | 13,339 | 0.02% | 63,115,473 | 88.62% | 78,349 |
16 | To dis-apply pre-emption rights - additional 5% in certain circumstances | 59,184,961 | 93.77% | 3,930,232 | 6.23% | 63,115,193 | 88.62% | 78,629 |
17 | To authorise the Company to purchase its own shares | 62,402,380 | 98.90% | 691,387 | 1.10% | 63,093,767 | 88.59% | 100,055 |
18 | To permit General Meetings to be called on 14 days' notice | 60,413,866 | 95.60% | 2,778,091 | 4.40% | 63,191,957 | 88.72% | 1,865 |
*A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution.
The total voting rights of the Company as at 6.30pm on 10 May 2021, the day on which shareholders had to be on the register in order to be eligible to vote, was 71,223,510.
In accordance with Listing Rule 9.2.2E, Resolutions 4-7 inclusive and Resolutions 9 and 11 were approved by: (a) the shareholders of the Company; and (b) the independent shareholders of the Company.
A copy of the full voting results will be available on the Company's website www.ultra.group and, in accordance with Listing Rule 9.6.2, the full text of the resolutions passed at the AGM may be found in the Notice of AGM dated 14 April 2021 also available on the Company's website and from the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Resolution 9 - To re-elect Mr. W. A. Rice
The Board notes that while Resolution 9 to re-elect W.A. Rice, Chair and Chairman of the Nomination Committee, was passed, a significant minority of shareholders (22.3%) chose not to support this resolution. Having consulted with major shareholders extensively in recent weeks, the Board understands that shareholders' primary concern was that Ultra has not yet met the Hampton-Alexander target of 33% of women on our Board (currently 25%).
The Board and Nomination Committee are disappointed by this vote. Our Chair is a strong advocate of diversity and has been instrumental in overseeing and supporting a large scale and necessary cultural change and transformation across Ultra.
As published in our Annual Report, Ultra supports the recommendations of the Hampton-Alexander review and is committed to working towards achieving the Hampton-Alexander gender target as the Board continues to be refreshed. However, the Board does not think it is appropriate to be time-bound to meet this target as it potentially leads to recruitment solely or principally based on gender rather than focusing on finding the best candidate to deliver the broader diversity and experience that the Board believes is necessary to best support strategic delivery for all stakeholders.
The Board is grateful for the time and feedback provided by shareholders on these matters and will continue to engage with those shareholders who voted against this resolution to better understand their specific concerns. Ultra are currently in the middle of a recruitment process to appoint at least one new Non-Executive Director as a replacement for Martin Broadhurst who steps down from the board on 1 July 2021. Ultra will therefore publish an update on this matter, in accordance with the UK Corporate Governance Code, within six months of the AGM.
Enquiries:
Ultra Electronics Holdings plc
Alex Dent, Deputy Company Secretary Gabriella Colley, Director Investor Relations | +44 (0)208 813 4321 +44 (0) 7891 206239 Email:[email protected] |
Engine MHP | 020 3128 8570 |
Tim Rowntree / James Bavister / Pete Lambie | Email: [email protected] |
About Ultra:
Ultra provides application-engineered solutions in the key elements of mission critical and intelligent systems. Through innovative problem solving, using sustainable capabilities, and evolving technologies, we deliver outstanding solutions to our customers' most complex problems in defence, security, critical detection and control environments.
www.ultra.group
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