TIDMINDV
RNS Number : 4750F
Indivior PLC
17 May 2017
Indivior PLC (the 'Company')
Poll results of 3(rd) Annual General Meeting ('AGM')
May 17, 2017
The Company announces that at its AGM, held on May 17, 2017, all
resolutions set out in the Notice of AGM were passed on a poll.
Resolutions 1 to 17 were passed as Ordinary Resolutions and
Resolutions 18 to 21 were passed as Special Resolutions. The
following table sets out the votes cast on each resolution:
RESOLUTION VOTES % VOTES % VOTES % of VOTES
FOR AGAINST TOTAL ISC WITHHELD
VOTED
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
1. To receive
the Company's
accounts, the
strategic report
and reports
of the Directors
and the Auditor
for the year
ended December
31, 2016. 524,593,969 100.00 15,100 0.00 524,609,069 72.76 2,249,385
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
2. To approve
the Directors'
Remuneration
Report for the
year ended December
31, 2016. 491,470,055 93.29 35,357,161 6.71 526,827,216 73.07 38,905
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
3. To re-appoint
Howard Pien
as a Director. 494,499,743 94.18 30,581,956 5.82 525,081,699 72.83 1,777,552
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
4. To re-appoint
Shaun Thaxter
as a Director. 526,781,490 99.99 32,605 0.01 526,814,095 73.07 45,057
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
5. To re-appoint
Mark Crossley
as a Director. 526,793,635 100.00 20,125 0.00 526,813,760 73.07 45,391
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
6. To re-appoint
Yvonne Greenstreet
as a Director. 392,217,897 75.47 127,514,829 24.53 519,732,726 72.09 7,126,426
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
7. To re-appoint
A. Thomas McLellan
as a Director. 367,951,220 70.80 151,784,716 29.20 519,735,936 72.09 7,123,216
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
8. To re-appoint
Tatjana May
as a Director. 526,778,462 99.99 35,744 0.01 526,814,206 73.07 44,946
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
9. To re-appoint
Lorna Parker
as a Director. 526,716,359 99.98 101,025 0.02 526,817,384 73.07 41,768
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
10. To re-appoint
Daniel J. Phelan
as a Director. 522,856,902 99.25 3,959,688 0.75 526,816,590 73.07 42,562
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
11. To re-appoint
Christian Schade
as a Director. 526,439,271 99.93 376,961 0.07 526,816,232 73.07 42,920
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
12. To re-appoint
Daniel Tassé
as a Director. 526,785,878 100.00 25,002 0.00 526,810,880 73.07 48,272
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
13. To re-appoint
Lizabeth Zlatkus
as a Director. 526,770,965 99.99 43,365 0.01 526,814,330 73.07 44,822
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
14. To re-appoint
PricewaterhouseCoopers
LLP as Auditors
of the Company. 520,059,460 98.72 6,767,691 1.28 526,827,151 73.07 32,000
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
15. To authorize
the Audit Committee
of the Board
to determine
the remuneration
of the Auditors. 524,649,612 99.59 2,201,640 0.42 526,851,252 73.07 7,600
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
16. To authorize
the Company
and any of its
UK subsidiaries
to make political
donations and
incur political
expenditure. 520,738,886 98.85 6,063,612 1.15 526,802,498 73.07 46,645
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
17. That the
Directors be
generally and
unconditionally
authorized to
allot shares
in the Company
up to an aggregate
nominal amount
of US$48,051,850. 521,220,993 98.94 5,599,906 1.06 526,820,899 73.07 38,253
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
18. That the
Directors be
authorized to
disapply pre-emption
rights up to
5% of the issued
capital. 526,674,569 99.97 135,576 0.03 526,810,145 73.07 49,006
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
19. That the
Directors be
authorized to
disapply pre-emption
rights up to
an additional
5% for transactions
which the Board
determines to
be an acquisition
or other capital
investment. 520,497,517 98.80 6,318,185 1.20 526,815,702 73.07 43,448
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
20. That the
Company be generally
and unconditionally
authorized to
make market
purchases of
its own ordinary
shares. 518,740,916 98.77 6,471,697 1.23 525,212,613 72.85 1,646,538
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
21. That a general
meeting other
than an annual
general meeting
may be called
on 14 clear
days' notice. 511,083,505 97.07 15,449,689 2.93 526,533,194 73.03 324,693
------------------------ ----------- ------ ----------- ----- ----------- ------ ---------
At the Annual General Meeting of Indivior PLC held earlier
today, votes of 24.53% and 29.20% were recorded against resolutions
6 and 7 to re-appoint Yvonne Greenstreet and A. Thomas McLellan as
Directors of the Company. The Board, after discussion, believes it
is likely that the level of votes cast against these resolutions
was due to the absence of these two directors from certain Board
and Committee meetings in 2016.
Tom McLellan did not attend two scheduled Board meetings during
the year. One of these absences in May 2016 was as a result of him
attending a meeting of cabinet and legislators in the US focused
exclusively on opioid issues. Tom McLellan did not attend the Board
Meeting in November 2016 as he was attending the US Government's
publication of the Surgeon General's Report on Alcohol, Drugs and
Health. Both absences were discussed by the Board in advance and it
was agreed that it was in the best interests of Indivior, of
patients and of wider stakeholders that he attend these
meetings.
Tom McLellan is an expert in the field of addiction and at the
centre of his work is the health and welfare of patients. He is a
very strong contributor on all areas of Board discussion and his
expertise is invaluable.
Ad-hoc Board Meetings, by their very nature, are often called at
short notice and it is not always possible for Directors to attend,
given other scheduled commitments. For this reason, both Tom
McLellan and Yvonne Greenstreet were unable to attend a number of
such meetings at different times during 2016.
We confirm that Yvonne Greenstreet and Tom McLellan have
attended every Board meeting in the current year and have no
planned absences.
A copy of the special business resolutions will be submitted to
the National Storage Mechanism and will be available to view at
http://www.morningstar.co.uk/uk/NSM in due course.
As at the close of business on May 16, 2017, the total number of
ordinary shares of US$0.10 each eligible to be voted at the AGM was
720,988,383. Therefore, the total voting rights in the Company as
at that time were 720,988,383.
Computershare Investor Services PLC acted as scrutineer of the
poll on all resolutions.
Contact: Kathryn Hudson
Company Secretary
Indivior PLC's Legal Entity Identifier code is
213800V3NCQTY7IED471.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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