TIDMMGNS
RNS Number : 4640Y
Morgan Sindall Group PLC
04 May 2023
Morgan Sindall Group plc
('the Company')
Result of AGM
4 May 2023
The Company announces the result of voting on the resolutions at
its Annual General Meeting ('AGM') held on Thursday 4 May 2023, as
set out in the AGM notice.
A poll was held on each of the resolutions and all the
resolutions were duly passed by the required majority. Resolutions
1 to 19 were passed as ordinary resolutions, and resolutions 20 to
23 were passed as special resolutions. The results of the poll were
as follows:
Ordinary Resolutions Votes for % Votes against % Total votes % of issued share Votes withheld
capital voted
1. To receive and
accept the Company's
audited financial
statements, the
strategic report
and the directors'
and corporate
governance report
and the auditor's
report for the year
ended
31 December 2022 38,458,740 100.00% 341 0.00% 38,459,081 81.22% 106,166
2. To approve the
final dividend of 68
pence per ordinary
share for the year
ended 31 December
2022 38,564,057 100.00% 894 0.00% 38,564,951 81.44% 296
3. To approve the
remuneration policy
as set out on pages
141 to 151 of the
Company's Annual
Report 27,256,102 77.81% 7,774,480 22.19% 35,030,582 73.98% 3,534,665
4. To approve the
remuneration report,
(other than the part
containing the
remuneration
policy),
as set out on pages
134 to 163 of the
Company's Annual
Report 37,047,061 96.08% 1,512,063 3.92% 38,559,124 81.43% 7,623
5. To reappoint
Michael Findlay as a
director 37,251,074 96.60% 1,311,734 3.40% 38,562,808 81.44% 3,939
6. To reappoint John
Morgan as a director 38,528,942 99.91% 34,841 0.09% 38,563,783 81.44% 2,964
7. To reappoint Steve
Crummett a director 38,485,321 99.80% 78,995 0.20% 38,564,316 81.44% 2,431
8. To reappoint
Malcolm Cooper as a
director 38,280,862 99.27% 281,945 0.73% 38,562,807 81.44% 3,940
9. To reappoint
Tracey Killen as a
director 33,945,206 96.81% 1,116,954 3.19% 35,062,160 74.05% 3,504,587
10. To reappoint
David Lowden as a
director 37,924,716 98.34% 638,562 1.66% 38,563,278 81.44% 3,469
11. To reappoint Jen
Tippin as a director 38,287,092 99.28% 276,384 0.72% 38,563,476 81.44% 3,271
12. To reappoint
Kathy Quashie as a
director 38,286,568 99.28% 276,378 0.72% 38,562,946 81.44% 3,801
13. To re-appoint
Ernst & Young LLP as
auditor of the
Company 38,558,521 99.99% 2,949 0.01% 38,561,470 81.44% 5,277
14. To authorise the
directors to
determine the
auditor's
remuneration 38,563,446 99.99% 1,977 0.01% 38,565,423 81.44% 1,324
15. To authorise the
Company and its
subsidiaries to make
donations to
political
organisations
and incur political
expenditure 38,438,808 99.68% 123,243 0.32% 38,562,051 81.44% 5,296
16. To authorise the
directors to allot
shares 38,058,044 98.69% 505,585 1.31% 38,563,629 81.44% 3,118
17. To approve the
rules of the 2023
Long Term Incentive
Plan ('the LTIP') 34,630,435 98.79% 424,657 1.21% 35,055,092 74.03% 3,511,655
18. To approve the
rules of the 2023
Share Option Plan
('the SOP') 38,256,655 99.22% 300,528 0.78% 38,557,183 81.43% 9,564
19. To authorise the
increase of the
maximum fee paid to
non-executive
directors in
aggregate
to GBP800,000 p.a. 38,447,611 99.73% 105,884 0.27% 38,553,495 81.42% 13,252
Special Resolutions
20. General authority
to disapply
pre-emption rights 38,461,532 99.75% 96,110 0.25% 38,557,642 81.43% 9,105
21. Specific
authority to
disapply pre-emption
rights in connection
with an acquisition
or
specified capital
investment 38,444,312 99.71% 112,558 0.29% 38,556,870 81.43% 9,877
22. To authorise the
Company to purchase
its own shares 38,508,546 99.98% 8,881 0.02% 38,517,427 81.34% 49,320
23. To allow meetings
of the Company to be
called on 14 clear
days' notice 38,155,288 98.94% 407,983 1.06% 38,563,271 81.44% 3,476
Notes:
1. Each shareholder present in person, or by proxy, was entitled to one vote per share held.
2. Proxy votes which gave discretion to the Chair of the Annual
General Meeting have been included in the 'For' total of the
appropriate resolution.
3. A 'Vote Withheld' is not a vote in law and is not counted in
the calculation of the proportion of the votes 'For' and 'Against'
any resolution nor in the calculation of the proportion of 'Total
issued share capital instructed' for any resolution.
4. Votes 'For' and 'Against' any resolution are expressed as a
percentage of votes validly cast for that resolution.
5. At the close of business on 3 May 2023 the total number of
ordinary shares in issue was 47,352,446 and at that time, the
Company did not hold any shares in treasury.
6. The scrutineer of the poll was Computershare Investor
Services PLC, the Company's Share Registrar.
7. While resolution 3 has passed and will be implemented, the
remuneration committee appreciates that some shareholders have not
been able to support the remuneration policy. The remuneration
committee conducted a comprehensive engagement exercise with the
Company's largest shareholders on proposed changes to the
directors' remuneration policy in advance of this year's Annual
General Meeting. The majority of shareholders were supportive of
the resolution and of the remuneration committee's approach to
future-proofing the policy. The Board is committed to open and
transparent dialogue with shareholders and will continue to engage
further with them to understand their views and concerns regarding
this resolution. In accordance with the UK Corporate Governance
Code, we will publish and update on this engagement no later than 5
November 2023.
The full text of the resolutions can be found in the Notice of
Annual General Meeting which is available for inspection on the
Company's website www.morgansindall.com . In accordance with LR
9.6.2, a copy of the resolutions passed which are required to be
made available for inspection has been submitted to the Financial
Conduct Authority's National Storage Mechanism and will shortly be
available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
.
Enquiries:
Clare Sheridan
Company Secretary
+44 (0) 20 7307 9200
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END
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