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| TIDM | USA |
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Baillie Gifford US Growth Trust plc (USA) held its Annual General Meeting on 2 October 2025. All ordinary resolutions were passed, and special resolution 12, authorizing share repurchases, passed with 99.98% of votes for. However, special resolution 11, regarding the disapplication of pre-emption rights, did not pass with 47.80% of votes against, and resolutions 2, 4, 5, 6, 7, and 10 passed with significant votes against, ranging from 47.38% to 48.67%, which the Board attributed almost entirely to a single shareholder.
| Date | 2 Oct 2025 |
| Time | 13:44:46 |
| Category | AGMs and other meetings |
| ID | 8675B |
For immediate release
Baillie Gifford US Growth Trust plc ("USA" or the "Company")
Legal Entity Identifier: 213800UM1OUWXZPKE539
Result of Annual General Meeting
2 October 2025
USA announces the results of its Annual General Meeting, held today, Thursday 2 October 2025, at the offices of Baillie Gifford & Co (Calton Square, 1 Greenside Row, Edinburgh EH1 3AN).
All ordinary resolutions as set out in the Notice of AGM were duly passed by poll, together with the special resolution numbered 12 (regarding the authority to repurchase shares).
The special resolution numbered 11 (regarding the disapplication of pre-emption rights) did not pass.
While resolutions 2, 4, 5, 6, 7 and 10 passed, they received a significant number of votes against. The Board notes that the significant votes against were almost entirely attributable to a single shareholder. Excluding this position, the vast majority of other shareholders voted in favour, which the Board considers to be a clear indication of support for the Company.
In line with Provision 4 of section 5.2 of the AIC Corporate Governance Code 2024, the Company will now engage in a consultation process with all major shareholders. The Board is committed to taking the views of all shareholders into account and will give careful consideration to all views received. The Board will report on next steps as soon as is practicable and certainly within the six months timeframe set out in the AIC Code.
Tom Burnet, Chair of the Company commented:
"Following both the Requisitioned General Meeting in February and the annual results in August, we engaged with a range of institutional shareholders for their views on our strategy, with all major shareholders being offered meetings with the Senior Independent Director and myself. These meetings were useful and productive, and we were grateful for shareholders' feedback and support.
"Saba Capital, the Company's largest shareholder, rejected our offer of a meeting following the annual results. Whilst we recognise their right to exercise their democratic vote, it is disappointing that Saba, without prior notice of their intention, should use their substantial holding to attempt to vote off the whole Board of Directors. Had they succeeded, without Directors the Company would have been in breach of the Companies Act, the UK Listing Rules and its own Articles, which would have had significant consequences for all shareholders.
"We will again seek to engage with Saba to understand their position. The Board remains committed to acting in the interests of shareholders as a whole."
Results of poll
|
Ordinary Resolutions |
VOTES FOR (including votes at the discretion of the Chair) |
VOTES AGAINST |
VOTES WITHHELD |
TOTAL VOTING RIGHTS EXERCISED |
||
|
Number |
% |
Number |
% |
Number |
% |
|
|
1. To receive and adopt the Annual Report and Financial Statements of the Company for the financial year ended 31 May 2025 together with the Reports of the Directors and of the Independent Auditor thereon. |
163,429,411 |
99.98 |
31,179 |
0.02 |
92,657 |
58.92 |
|
2. To approve the Directors' Remuneration Policy. |
85,955,420 |
52.59 |
77,490,638 |
47.41 |
107,189 |
58.91 |
|
3. To approve the Directors' Annual Report on Remuneration for the financial year ended 31 May 2025. |
163,263,910 |
99.90 |
165,227 |
0.10 |
124,110 |
58.90 |
|
4. To re-elect Mr TJW Burnet as a Director of the Company. |
83,872,121 |
51.33 |
79,537,554 |
48.67 |
143,572 |
58.90 |
|
5. To re-elect Ms SP Inglis as a Director of the Company. |
84,522,062 |
51.72 |
78,888,033 |
48.28 |
143,152 |
58.90 |
|
6. To re-elect Mr GD Paterson as a Director of the Company. |
84,552,137 |
51.74 |
78,850,107 |
48.26 |
151,003 |
58.89 |
|
7. To re-elect Mr CRD van der Kuyl as a Director of the Company. |
84,548,923 |
51.74 |
78,848,354 |
48.26 |
155,970 |
58.89 |
|
8. To re-appoint Ernst & Young LLP as Independent Auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which the Financial Statements are laid before the Company. |
163,382,285 |
99.95 |
77,033 |
0.05 |
93,929 |
58.92 |
|
9. To authorise the Directors to determine the remuneration of the Independent Auditor of the Company. |
163,372,324 |
99.95 |
84,063 |
0.05 |
96,860 |
58.91 |
|
10. To authorise the Directors' general authority to allot shares or C shares. |
85,999,504 |
52.62 |
77,449,142 |
47.38 |
104,601 |
58.91 |
|
Special Resolutions |
||||||
|
11. To approve by special resolution that the Directors be authorised to allot shares, C shares or sell treasury shares on a non pre-emptive basis. |
84,722,147 |
52.20 |
77,583,536 |
47.80 |
71,762 |
58.50 |
|
12. To approve by special resolution that the Company be authorised to make market purchases of its own shares. |
162,281,535 |
99.98 |
39,853 |
0.02 |
56,057 |
58.51 |
The full text of all the resolutions can also be found in the Notice of Annual General Meeting which is available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Company
Tom Burnet
c/o Burson Buchanan
USA@buchanancomms.co.uk
+44 (0)20 7466 5000
Panmure Liberum Limited
Alex Collins / Michael Janes
info@panmureliberum.com
+44 (0)20 3100 2000
Burson Buchanan
Henry Wilson / Helen Tarbet / Nick Croysdill
USA@buchanancomms.co.uk
+44 (0)20 7466 5000
Company Secretary
Baillie Gifford & Co Limited, Company Secretary
trustenquiries@bailliegifford.com
+44 (0)800 917 2113
Regulated Information Classification: Additional regulated information required to be disclosed under applicable laws and regulations.