TIDMGHH
RNS Number : 2283Q
Gooch & Housego PLC
24 February 2021
For immediate release 24 February 2021
Gooch & Housego PLC
("G&H" or the "Company")
Result of AGM
Gooch & Housego PLC (AIM: GHH), the specialist manufacturer
of photonic components & systems, held its Annual General
Meeting earlier today.
For information, the proxy votes received in respect of the
resolutions proposed at the AGM were as follows:
No. Resolution No. of Proxy Votes
FOR AGAINST WITHHELD*
----------- ---------- ----------
To receive the Annual
Report and Financial Statements
for the financial year
ended 30 September 2020
together with the Directors'
Report and Auditors' Report
1. thereon 16,670,569 0 204,095
-------------------------------------------- ----------- ---------- ----------
To receive and approve
the Remuneration Committee
Report set out on pages
43 to 48 (excluding page
44) of the Annual Report
and Financial Statements
for the financial year
2. ended 30 September 2020 9,423,427 6,473,509 977,727
-------------------------------------------- ----------- ---------- ----------
To re-elect Gary Bullard
3. as a Director 15,093,159 1,575,812 205,693
-------------------------------------------- ----------- ---------- ----------
To re-elect Mark Webster
4. as a Director 16,622,629 46,342 205,693
-------------------------------------------- ----------- ---------- ----------
To elect Chris Jewell
5. as a Director 16,668,971 0 205,693
-------------------------------------------- ----------- ---------- ----------
To re-elect Brian Phillipson
6. as a Director 10,923,449 5,550,422 400,793
-------------------------------------------- ----------- ---------- ----------
To elect Louise Evans
7. as a Director 16,669,371 0 205,293
-------------------------------------------- ----------- ---------- ----------
To re-appoint Messrs PricewaterhouseCoopers
LLP as Auditors to the
8. Company 14,910,103 1,759,268 205,293
-------------------------------------------- ----------- ---------- ----------
To authorise the Directors
to fix the Remuneration
of the Auditors of the
9. Company 16,667,571 0 207,093
-------------------------------------------- ----------- ---------- ----------
To approve the rules of
the Gooch & Housego Sharesave
10. Plan 16,669,261 0 205,043
-------------------------------------------- ----------- ---------- ----------
To approve the rules of
the Gooch & Housego Employee
11. Stock Purchase Plan 16,669,261 0 205,403
-------------------------------------------- ----------- ---------- ----------
To authorise the Directors'
to allot shares pursuant
to section 551 of the
12. Companies Act 2006 16,669,812 757 204,095
-------------------------------------------- ----------- ---------- ----------
Special resolution to
authorise the Directors'
to allot shares pursuant
13 to section 570 of the
(a) Companies Act 2006 16,660,911 6,727 207,026
-------------------------------------------- ----------- ---------- ----------
Special Resolution to
13 partially disapply statutory
(b) rights of pre-emption 16,660,911 6,727 207,026
-------------------------------------------- ----------- ---------- ----------
Special Resolution to
authorise the Company
to purchase its own shares
pursuant to section 701
14 of the Companies Act 2006 13,368,804 0 3,505,860
-------------------------------------------- ----------- ---------- ----------
* A "vote withheld" is not a vote in law and is not counted in
the calculation of the percentages of votes cast for and against a
resolution.
As an AIM traded company G&H is not required to put its
Remuneration Committee report to the shareholders and accordingly
Resolution 2 was an advisory vote only. The Board understands that
the votes received against resolutions 2 and 6 relate to the
one-time LTIP award designed to ensure retention and
incentivisation of our senior management team (including the
Executive Directors) during the ongoing restructuring of our global
manufacturing operations when travel is severely restricted. The
Remuneration Committee undertook a consultation exercise with the
Company's largest shareholders in Q4 2020, prior to the despatch of
the Company's Annual Report & Accounts, and sought to reflect
the feedback received in the final scheme.
This one-time LTIP award was to address a particular set of
circumstances and the Board does not intend to repeat it. The Board
remains committed to continuing an open and transparent dialogue
with the Company's shareholders and will, therefore, continue to
consult and engage with shareholders in order to better understand
their reasons for voting against these resolutions. In accordance
with the provisions of the 2018 UK Corporate Governance Code, which
the Company has chosen but is not obliged to adopt, the Board shall
provide an update on this engagement process within six months of
the AGM. It will also report in the Company's 2021 Annual Report
what steps have been taken by the Board in order to better
understand shareholders' views in relation to these resolutions and
what impact any feedback may have on future decisions to be taken
by the Board and actions or resolutions to be proposed.
For further information
contact:
Gooch & Housego
Mark Webster/Chris Jewell PLC 01460 256440
Mark Court/Sophie Wills/
Charlotte Slater Buchanan 020 7466 5000
Christopher Baird/Patrick
Robb/
David Anderson Investec Bank plc 020 7597 5970
Notes to editors
1. Gooch & Housego is a photonics technology business
headquartered in Ilminster, Somerset, UK with operations in the USA
and Europe. A world leader in its field, the company researches,
designs, engineers and manufactures advanced photonic systems,
components and instrumentation for applications in the Aerospace
& Defence, Industrial, Life Sciences and Scientific Research
sectors. World leading design, development and manufacturing
expertise is offered across a broad range of complementary
technologies.
2. All financial information included in this announcement is
sourced from unaudited management accounts and excludes any
specific items. This announcement contains certain forward-looking
statements that are based on management's current expectations or
beliefs as well as assumptions about future events. These are
subject to risk factors associated with, amongst other things, the
economic and business circumstances occurring from time to time in
the countries and sectors in which G&H operates. It is believed
that the expectations reflected in these statements are reasonable
but they may be affected by a wide range of variables which could
cause actual results, and G&H's plans and objectives, to differ
materially from those currently anticipated or implied in the
forward-looking statements. Investors should not place undue
reliance on any such statements. Nothing in this announcement
should be construed as a profit forecast.
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