14th May 2019 16:00
Capita plc - Result of AGMCapita plc - Result of AGM
PR Newswire
London, May 14
Capita plc
14 May 2019
Announcement of AGM Results
At the Annual General Meeting of Capita plc held on 14 May 2019, all the resolutions set out in the Notice of Meeting were approved by the shareholders which were voted by way of a poll. The results of the poll for each resolution were as follows:
| RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % OF ISC VOTED | VOTES WITHHELD | ||
| 1. | To receive and adopt the Company’s financial statements and the reports of the Directors and the Auditor for the year ended 31 December 2018. | 1,371,571,222 | 99.99 | 121,911 | 0.01 | 1,371,693,133 | 82.07% | 2,751,546 | |
| 2. | To approve the Directors’ Remuneration Report, other than the part containing the Directors’ Remuneration Policy, in the form set out in the Company’s Annual Report and Accounts for the year ended 31 December 2018. | 788,678,927 | 72.66 | 296,684,677 | 27.34 | 1,085,363,604 | 64.94% | 289,081,075 | |
| 3. | To re-elect Sir Ian Powell as a Director. | 1,369,888,420 | 99.76 | 3,340,900 | 0.24 | 1,373,229,320 | 82.17% | 1,215,359 | |
| 4. | To re-elect Jonathan Lewis as a Director. | 1,370,884,197 | 99.83 | 2,347,444 | 0.17 | 1,373,231,641 | 82.17% | 1,213,039 | |
| 5. | To elect Patrick Butcher as a Director. | 1,370,527,859 | 99.80 | 2,696,230 | 0.20 | 1,373,224,089 | 82.17% | 1,220,591 | |
| 6. | To re-elect Gillian Sheldon as a Director. | 1,326,549,951 | 96.60 | 46,678,520 | 3.40 | 1,373,228,471 | 82.17% | 1,216,209 | |
| 7. | To re-elect Matthew Lester as a Director. | 1,326,535,860 | 96.60 | 46,693,416 | 3.40 | 1,373,229,276 | 82.17% | 1,215,404 | |
| 8. | To re-elect John Cresswell as a Director. | 1,325,975,196 | 96.56 | 47,254,080 | 3.44 | 1,373,229,276 | 82.17% | 1,215,404 | |
| 9. | To re-elect Andrew Williams as a Director. | 1,326,290,733 | 96.58 | 46,939,100 | 3.42 | 1,373,229,833 | 82.17% | 1,214,847 | |
| 10. | To re-elect Baroness Lucy Neville-Rolfe as a Director. | 1,326,537,654 | 96.60 | 46,686,197 | 3.40 | 1,373,223,851 | 82.17% | 1,220,829 | |
| 11. | That remuneration payments to Employee Directors of a basic fee of £64,500 per annum may be paid in respect of their directorships (see Notice of Meeting). | 1,373,148,268 | 99.99 | 83,711 | 0.01 | 1,373,231,979 | 82.17% | 1,212,701 | |
| 12. | To re-appoint KPMG LLP as Auditor of the Company. | 1,365,843,405 | 100.00 | 61,813 | 0.00 | 1,365,905,218 | 81.73% | 8,539,462 | |
| 13. | To authorise the Audit and Risk Committee to fix the Auditor’s remuneration. | 1,372,897,431 | 99.98 | 336,841 | 0.02 | 1,373,234,272 | 82.17% | 1,210,408 | |
| 14. | To authorise the Directors to allot shares pursuant to Section 551 of the Companies Act 2006. | 1,373,167,733 | 99.99 | 69,634 | 0.01 | 1,373,237,367 | 82.17% | 1,207,313 | |
| 15. | To dis-apply statutory pre-emption rights pursuant to Section 570 of the Companies Act 2006 in relation to 5% of the Company’s issued share capital. | 1,373,136,751 | 99.99 | 98,567 | 0.01 | 1,373,235,318 | 82.17% | 1,209,362 | |
| 16. | To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days’ notice. | 1,354,364,107 | 98.63 | 18,874,851 | 1.37 | 1,373,238,958 | 82.17% | 1,205,722 | |
| 17. | To renew the Company’s authority to make market purchases of its own ordinary shares pursuant to Section 701 of the Companies Act 2006. | 1,365,138,015 | 99.43 | 7,810,617 | 0.57 | 1,372,948,632 | 82.15% | 1,496,048 |
Please note a ‘vote withheld’ is not a vote under English law and is therefore not included in the calculation of votes ‘for’ and ‘against’ a resolution.
The Board recognises that, while Resolution 2 to approve the Directors’ Remuneration Report was passed, a proportion of shareholders opposed the resolution. We are naturally disappointed with this level of support. Consultations were held with shareholders throughout the year about the direction and strategy of the Company, including the appropriate balance of measures for our 2018 and 2019 incentive arrangements. The views of all shareholders are important to us – and we have engaged with a number of investors to discuss their concerns over remuneration. The Board is committed to a continuing dialogue and consultation with shareholders on remuneration structures, which will continue after the AGM. An update on shareholder views and actions taken by the Company in relation to its remuneration structures will be published within the next six months and included in the 2019 Annual Report & Accounts. Shareholder views will also be sought as the Company develops its new Remuneration Policy which will be put forward for approval at the 2020 AGM in line with the usual triennial cycle.
Capita plc further announces that, in accordance with the provisions of paragraph 9.6.2 of the Listing Rules, copies of resolutions other than those concerning ordinary business passed at the Annual General Meeting, have been submitted to the National Storage Mechanism, and can be viewed at http://www.morningstar.co.uk/uk/nsm
Enquiries: Francesca Todd, Group Company Secretary, 020 7202 0641
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