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| Date | 16 Jun 2022 |
| Time | 15:29:17 |
| Category | AGMs and other meetings |
| ID | 1950P |
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Informa LEI: 5493006VM2LKUPSEDU20 Identification Code: GB00BMJ6DW54 |
Informa PLC Press Release
16 June 2022
Results of Annual General Meeting
London: Informa PLC (the "Company") held its Annual General Meeting ("AGM") at 240 Blackfriars Road, London SE1 8BF earlier today. All resolutions put to the AGM were voted on by way of a poll and the results of the poll are set out below.
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RESOLUTION |
FOR1 |
AGAINST |
TOTAL |
WITHHELD2 |
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|
|
|
Votes |
% |
Votes |
% |
Votes |
Votes |
|
1 |
To elect Louise Smalley |
1,074,700,1 05 |
99.16% |
9,064,242 |
0.84% |
1,083,764,347 |
110,867,306 |
|
2 |
To elect Joanne Wilson |
1,194,154,890 |
99.97% |
356,189 |
0.03% |
1,194,511,079 |
120,574 |
|
3 |
To elect Zheng Yin |
1,083,346,670 |
99.96% |
424,895 |
0.04% |
1,083,771,565 |
110,860,088 |
|
4 |
To re-elect John Rishton |
1,134,680,611 |
95.81% |
49,661,015 |
4.19% |
1,184,341,626 |
10,290,027 |
|
5 |
To re-elect Stephen A Carter |
1,194,391,606 |
99.99% |
140,233 |
0.01% |
1,194,531,839 |
99,834 |
|
6 |
To re-elect Gareth Wright |
1,191,830,489 |
99.77% |
2,694,419 |
0.23% |
1,194,524,908 |
106,745 |
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7 |
To elect Patrick Martell |
1,194,333,952 |
99.98% |
193,478 |
0.02% |
1,194,527,430 |
104,223 |
|
8 |
To re-elect Mary McDowell |
1,131,080,061 |
94.69% |
63,432,833 |
5.31% |
1,194,512,894 |
118,759 |
|
9 |
To re-elect Helen Owers |
953,510,045 |
79.82% |
241,009,564 |
20.18% |
1,194,519,609 |
112,044 |
|
10 |
To re-elect Gill Whitehead |
1,180,785,221 |
98.85% |
13,733,343 |
1.15% |
1,194,518,564 |
113,089 |
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11 |
Resolution withdrawn3 |
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12 |
To re-elect David Flaschen |
1,180,769,690 |
98.85% |
13,739,510 |
1.15% |
1,194,509,200 |
122,221 |
|
13 |
To receive the Annual Report and audited financial statements of the Company for the year ended 31 December 2021 |
1,191,395,678 |
99.79% |
2,463,787 |
0.21% |
1,193,859,465 |
771,609 |
|
14 |
To approve the Directors' Remuneration Report |
334,437,455 |
28.69% |
831,216,642 |
71.31% |
1,165,654,097 |
28,973,913 |
|
15 |
To re-appoint Deloitte LLP as auditor of the Company until the conclusion of the next general meeting at which accounts are laid |
1,143,523,782 |
95.73% |
51,001,251 |
4.27% |
1,194,525,033 |
106,621 |
|
16 |
To authorise the Audit Committee, for and on behalf of the Board, to determine the Auditor's remuneration |
1,174,342,102 |
98.31% |
20,172,658 |
1.69% |
1,194,514,760 |
116,894 |
|
17 |
To authorise the Company to make limited political donations and political expenditure of not more than £30,000 in aggregate |
1,181,574,606 |
98.94% |
12,644,189 |
1.06% |
1,194,218,795 |
412,447 |
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18 |
To authorise the Directors to allot shares, up to a limited amount |
1,070,342,085 |
90.01% |
118,762,103 |
9.99% |
1,189,104,188 |
5,527,466 |
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19 |
To adopt the Directors' Remuneration Policy |
1,001,913,504 |
93.49% |
69,790,080 |
6.51% |
1,071,703,584 |
122,928,070 |
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20 |
To approve the rules of the Updated Informa Long-Term Incentive Plan |
1,059,233,556 |
98.60% |
15,055,211 |
1.40% |
1,074,288,767 |
120,342,886 |
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21 |
To approve the rules of the Updated Informa Deferred Share Bonus Plan |
1,064,126,618 |
98.42% |
17,041,079 |
1.58% |
1,081,167,697 |
113,463,956 |
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22 |
To approve an update to historical LTIP rules |
1,189,411,530 |
99.57% |
5,082,382 |
0.43% |
1,194,493,912 |
137,469 |
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23 |
To authorise the Directors to allot shares, and sell treasury shares for cash, without making a pre-emptive offer to shareholders4 |
1,179,886,447 |
98.99% |
12,003,205 |
1.01% |
1,191,889,652 |
2,742,001 |
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24 |
To authorise the Directors to allot additional shares, and sell treasury shares for cash, without making a pre-emptive offer to shareholders in line with recommendations of the Pre-Emption Group4 |
1,153,376,134 |
96.77% |
38,529,382 |
3.23% |
1,191,905,516 |
2,726,137 |
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25 |
To authorise the Company to purchase its own shares4 |
1,187,947,758 |
99.47% |
6,306,827 |
0.53% |
1,194,254,585 |
377,069 |
|
26 |
To authorise the calling of general meetings (other than an annual general meeting) on not less than 14 clear days' notice4 |
1,074,016,996 |
90.32% |
115,096,153 |
9.68% |
1,189,113,149 |
5,518,505 |
1 Where shareholders appointed the Chair as their proxy with discretion as to voting, their votes were cast in favour of the resolutions.
2 A vote withheld is not a vote in law and is not counted towards the votes cast 'For' or 'Against' a resolution.
3 Following Stephen Davidson's appointment as Chair of Calnex Solutions plc earlier this week and his decision not to stand for re-election to the Informa Board, Resolution 11 was no longer required
4 Special Resolution (75% majority required).
The total voting rights of the Company as at 10.00pm on 14 June 2022 (the time by which shareholders wanting to vote at the AGM were required to be entered on the register) was 1,459,935,563 ordinary shares of 0.1p each. The Company does not hold any shares in treasury. Votes were cast in respect of 81.82% of the issued share capital.
In accordance with Listing Rule 9.6.2 copies of the resolutions passed at the AGM, other than resolutions constituting ordinary business, will shortly be available for inspection via the Financial Conduct Authority's Electronic Submission System at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
A copy of the poll results for the AGM will also shortly be available on the Informa website (www.informa.com/investors).
As the AGM results show, the Group received clear support for the new Remuneration Policy, which follows extensive consultation with shareholders over recent months. This Policy is specifically designed to focus on a future remuneration approach that is closely aligned to the Group's Growth Acceleration Plan II strategy, incentivising growth and outperformance.
In relation to past decisions made in and through the height of the COVID pandemic, the outcomes of which were reflected for a final year and a final time within the 2021 Remuneration Report, the AGM results show a clear number of shareholders were not able to provide their support.
The Board recognises and understands these different points of view on historical decisions, which have now fully and finally played out and led to some disappointment amongst shareholders. The Board made these decisions over two years ago in 2020, during a period of pressure and uncertainty for Informa, with the aim of focusing the entire 100+ Senior Leadership team on the immediate priorities for the Group and supporting the retention of key talent.
From a business perspective, these actions have had the desired effect, driving relentless focus around cash preservation and cash generation, cost reduction and balance sheet security. Collectively, the Company has since launched the GAP II plan, a four-year programme and commitment to maximise growth and value creation in the aftermath of the COVID pandemic. This plan is already being delivered with real momentum, having completed the £1.9bn divestment of Pharma Intelligence and accelerated shareholder returns through the launch of a £725m share buyback programme.
Over the last year, the Board has also responded to shareholder concerns through extensive engagement and a significant refresh of the Board, which includes the appointment of three new Non-Executive Directors, a new Chair, a new Senior Independent Director, a new Chair of the Audit Committee and a new Chair of the Remuneration Committee.
We will continue to engage with shareholders and, more specifically in 2023, to consult on the measures and targets for the first grant under the new Remuneration Policy. This award will be made in 2024 following the completion of the 2021-2023 Equity Revitalisation Plan.
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Enquiries |
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Informa PLC Rupert Hopley, Group Company Secretary Richard Menzies-Gow, Director of Investor Relations |
+44 (0) 20 8052 0400 |