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