Rentokil Initial PLC

Declaration of Voting Results & Voting Rights Announcements • May 12, 2021

National Storage Mechanism | Additional information

RNS Number : 4498Y

Rentokil Initial PLC

12 May 2021

RESULTS OF ANNUAL GENERAL MEETING 2021 ('AGM')

At the AGM of Rentokil Initial plc duly convened and held at, and broadcast from, the Power Centre, A1 & A2, Link 10, Napier Way, Crawley, RH10 9RA on 12 May 2021 at 14:00, each resolution as set out in the notice of meeting dated 31 March 2021 was passed on a poll. The results are set out below and will be placed on the Company website at www.rentokil-initial.com/investors.

RESOLUTION		VOTES FOR1	%	VOTES AGAINST	%	TOTAL VOTES	% of ISC VOTED	VOTES WITHHELD2
1	To receive the audited financial statements and the directors' and auditors' report thereon	1,451,530,684	100.00	13,163	0.00	1,451,543,847	78.07%	1,433,004
2	To approve the 2021 Directors' Remuneration Policy	1,117,630,721	77.39	326,479,806	22.61	1,444,110,527	77.67%	8,866,324
3	To approve the Directors' Remuneration Report	1,400,164,692	97.12	41,500,982	2.88	1,441,665,674	77.54%	11,311,177
4	To approve the amended rules of the Performance Share Plan 2016	1,098,420,082	75.62	354,060,691	24.38	1,452,480,773	78.12%	496,078
5	To declare a final dividend	1,447,816,095	99.67	4,805,131	0.33	1,452,621,226	78.13%	355,625
6	To elect Stuart Ingall-Tombs as a director	1,451,367,529	99.92	1,193,412	0.08	1,452,560,941	78.12%	415,910
7	To elect Sarosh Mistry as a director	1,452,279,328	99.98	272,836	0.02	1,452,552,164	78.12%	424,687
8	To re-elect John Pettigrew as a director	1,441,873,301	99.26	10,689,934	0.74	1,452,563,235	78.12%	413,616
9	To re-elect Andy Ransom as a director	1,452,427,979	99.99	132,664	0.01	1,452,560,643	78.12%	416,208
10	To re-elect Richard Solomons as a director	1,446,668,103	99.59	5,889,228	0.41	1,452,557,331	78.12%	419,520
11	To re-elect Julie Southern as a director	1,418,461,142	97.65	34,099,444	2.35	1,452,560,586	78.12%	416,265
12	To re-elect Cathy Turner as a director	1,438,081,599	99.00	14,478,767	1.00	1,452,560,366	78.12%	416,485
13	To re-elect Linda Yueh as a director	1,401,390,279	96.48	51,172,207	3.52	1,452,562,486	78.12%	414,365
14	To appoint PricewaterhouseCoopers LLP as auditor	1,444,950,371	99.48	7,601,982	0.52	1,452,552,353	78.12%	424,498
15	To authorise the directors to agree the auditors' remuneration	1,452,535,527	100.00	66,437	0.00	1,452,601,964	78.12%	374,887
16	To authorise the making of political donations	1,445,039,050	99.49	7,473,760	0.51	1,452,512,810	78.12%	464,041
17	To authorise the directors to allot shares	1,319,993,744	90.88	132,499,021	9.12	1,452,492,765	78.12%	484,086
18	To disapply statutory pre-emption rights	1,437,986,861	99.36	9,266,646	0.64	1,447,253,507	77.84%	5,723,344
19	To disapply statutory pre-emption rights - additional 5%	1,413,035,077	97.63	34,239,433	2.37	1,447,274,510	77.84%	5,702,341
20	To authorise the directors to make market purchases of the Company's own shares	1,439,152,453	99.12	12,762,645	0.88	1,451,915,098	78.09%	1,061,753
21	To authorise the calling of a general meeting (other than an AGM) on 14 days' clear notice	1,400,691,754	96.46	51,328,941	3.54	1,452,020,695	78.09%	392,131

1. Votes For include those votes giving the Chairman discretion.

2. A vote withheld is not a vote in law and is not counted in the calculation of proportion of votes cast for or against a resolution.

The number of ordinary shares in issue at close of business on 11 May 2021 was 1,859,332,965 ordinary shares of 1p each. Resolutions 18 to 21 were proposed as special resolutions. A copy of the resolutions can be found in the Notice of Meeting available at www.rentokil-initial.com/agm.

The Company welcomes the approval by shareholders of its Remuneration Policy and Remuneration Report, however it notes the number of votes opposing the Remuneration Policy (resolution 2) and the amendments to the Company's Performance Share Plan (PSP) rules required to reflect the new Policy (resolution 4).  

A significant majority of shareholders were supportive of the Remuneration Policy and proposed change to PSP, including 19 out of our 20 largest shareholders.

As detailed in the Company's 2020 Annual Report, we consulted at length with the Company's largest shareholders as well as proxy advisers, Glass Lewis, the Investment Association and ISS, on the proposals set out in the Remuneration Policy.  The strong performance and increased size of the business has resulted in the total remuneration package of the Chief Executive benchmarking just above lower quartile.  This policy would deliver market median and, consistent with our culture, any potential for higher remuneration would be fully performance based and long term. No change to base salary or annual bonus potential has been proposed.

The Board is grateful for the time, feedback and support provided by shareholders on these matters and will continue its policy of proactive engagement with its shareholders on all aspects of remuneration going forward.  In accordance with the UK Corporate Governance Code, the Company will publish an update on ongoing engagement within six months of the AGM.

A copy of the resolutions passed concerning special business has been submitted and will shortly be available for inspection at the National Storage Mechanism located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Enquiries:

Company Secretary:	Daragh Fagan	Rentokil Initial plc	01294 858000
Media:	Malcolm Padley	Rentokil Initial plc	07788 978199

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