TIDMHLMA
RNS Number : 3505T
Halma PLC
21 July 2022
Halma plc
Results of Annual General Meeting 2022
At the Annual General Meeting (AGM) of Halma plc held today, all
the resolutions contained in the Notice of Meeting and put to the
meeting were duly passed. Resolutions 1 to 19 were passed as ordinary
resolutions and resolutions 20 to 23 were passed as special resolutions.
The results of the poll are set out below.
Resolution Votes % Votes % Votes % Voted Votes
For* Against Total Withheld**
Annual Report
1 and Accounts 304,392,102 99.88% 350,787 0.12% 304,742,889 80.27% 1,149,094
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Declaration
of final
2 dividend 305,503,086 99.87% 388,057 0.13% 305,891,143 80.57% 840
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Remuneration
3 Report 196,844,865 67.14% 96,326,858 32.86% 293,171,723 77.22% 12,719,326
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Election
of Sharmila
Nebhrajani
4 OBE 305,430,959 99.85% 451,024 0.15% 305,881,983 80.57% 6,842
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Re-election
of
Dame Louise
5 Makin 299,981,973 99.47% 1,591,385 0.53% 301,573,358 79.44% 4,315,467
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Re-election
of
Andrew
6 Williams 276,218,486 90.54% 28,850,491 9.46% 305,068,977 80.36% 819,848
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Re-election
of
7 Marc Ronchetti 304,188,398 99.78% 661,617 0.22% 304,850,015 80.30% 1,038,810
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Re-election
of Jennifer
8 Ward 305,216,533 99.78% 666,953 0.22% 305,883,486 80.57% 5,339
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Re-election
of
Carole
9 Cran 300,134,401 98.12% 5,750,520 1.88% 305,884,921 80.57% 3,904
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Re-election
of
10 Jo Harlow 234,609,317 76.78% 70,938,600 23.22% 305,547,917 80.48% 340,908
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Re-election
of
Dharmash
11 Mistry 300,930,007 98.38% 4,944,714 1.62% 305,874,721 80.57% 14,104
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Re-election
of
12 Tony Rice 300,186,771 98.14% 5,696,105 1.86% 305,882,876 80.57% 5,949
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Re-election
of
13 Roy Twite 299,257,921 97.83% 6,626,400 2.17% 305,884,321 80.57% 4,504
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Re-appointment
14 of Auditor 304,687,343 99.62% 1,150,845 0.38% 305,838,188 80.56% 52,861
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Remuneration
15 of Auditor 305,758,893 99.98% 75,703 0.02% 305,834,596 80.56% 56,453
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Approval
of the Halma
plc Executive
Share Plan
2022 (the
16 Plan) 283,659,857 92.74% 22,204,203 7.26% 305,864,060 80.57% 26,989
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Authority
to adopt
any plans
or sub-plans
based on
17 the Plan 284,187,432 93.16% 20,855,778 6.84% 305,043,210 80.35% 847,839
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Authority
to allot
18 shares 302,944,858 99.04% 2,938,283 0.96% 305,883,141 80.57% 7,908
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Authority
to make
political
19 donations 299,886,868 98.06% 5,930,541 1.94% 305,817,409 80.55% 67,850
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Disapplication
of pre-emption
20 rights 305,080,350 99.75% 766,312 0.25% 305,846,662 80.56% 44,387
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Additional
disapplication
of pre-emption
21 rights 301,317,817 98.52% 4,528,878 1.48% 305,846,695 80.56% 44,354
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Authority
to purchase
22 own shares 303,910,408 99.45% 1,692,757 0.55% 305,603,165 80.50% 287,884
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
Notice of
general
23 meetings 284,518,550 93.01% 21,366,159 6.99% 305,884,709 80.57% 6,340
--------------- ------------ ------- ----------- ------- ------------ -------- -----------
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in the
calculation of the votes for or against a resolution.
The shareholder vote to approve the Directors' Remuneration Report
(Resolution 3) was passed with a majority of 67.14%.
The Board was pleased that the Resolution was approved and that
the vast majority of our largest shareholders voted in favour.
The Board however recognises that a meaningful proportion of shareholders
did not support the Resolution.
The Board also notes that Resolution 10, the re-election of Jo
Harlow, was supported by 76.78% of shareholders. We understand
that those shareholders that did not support this Resolution did
so because of her role as Remuneration Committee Chair.
Halma has a long history of exercising restraint on executive pay
and the phased changes made over the last two years are a one-time
reset. Recently, Andrew Williams has announced his retirement and
current CFO Marc Ronchetti has been named CEO-Designate. The alignment
of Halma's executive pay with the market provides the Nomination
Committee with the tools it needs to attract the best external
talent to the CFO role as quickly as possible.
Through the 2021 and 2022 financial years and prior to the 2022
Annual General Meeting we carried out comprehensive engagement
with our largest shareholders and, as a result, modified our original
plans. The Board would like to thank all the shareholders that
have taken part in the engagement and for the feedback provided.
We will continue to review our remuneration practices and engage
with shareholders and their representative proxy bodies in the
coming months. As part of this consultation, the Board will seek
to fully understand the reasons behind these votes against and
will provide an update in accordance with the UK Corporate Governance
Code within six months of the Annual General Meeting.
A copy of the resolutions passed at the AGM other than resolutions
concerning ordinary business will shortly be available for inspection
via the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
For further information, please
contact:
Mark Jenkins
Company Secretary, Halma plc
Tel: +44 (0)1494 721111
About Halma
Halma is a global group of life-saving technology companies, focused
on growing a safer, cleaner, healthier future for everyone, every
day. Its purpose defines the three broad market areas where it
operates:
* Safety - Protecting people's safety and the
environment as populations grow, and enhancing worker
safety
* Environment - Addressing the impacts of climate
change, pollution and waste, protecting life-critical
resources and supporting scientific research
* Health - Meeting the increasing demand for better
healthcare as chronic illness rises, driving by
growing and ageing populations and lifestyle changes.
It employs over 7,000 people in more than 20 countries, with major
operations in the UK, Mainland Europe, the USA and Asia Pacific.
Halma is listed on the London Stock Exchange (LON: HLMA) and is
a constituent of the FTSE 100 index.
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