AGM Information • Mar 16, 2023
AGM Information
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If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should seek your own advice from a stockbroker, solicitor, accountant, or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000.
If you have sold or otherwise transferred all of your shares, please forward this document together with all accompanying documents to the purchaser or transferee, or to the person who arranged the sale or transfer, so they can pass these documents to the person who now holds the shares.
Hunting PLC
The Notice of the Annual General Meeting (the "Notice of AGM") of Hunting PLC (the "Company" or "Hunting") to be held at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS on Wednesday 19 April 2023 at 10.30 a.m. is set out on pages 6 and 7 of this document.
Enclosed with this document is a form of proxy for use in connection with all the resolutions to be proposed at the Annual General Meeting (the "AGM").
The Directors request that either you: (i) complete and return the enclosed form of proxy to the Company's Registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA; (ii) submit votes electronically following the instructions contained in the form of proxy; or (iii) if you are a CREST member, transmit a CREST Proxy Instruction using the CREST Proxy Voting Service, in all cases so as to be received no later than 10.30 a.m. on Monday 17 April 2023. If you are an institutional investor, you may also appoint a proxy electronically via the Proxymity platform.
For further details, please see the notes which follow the Notice of AGM set out on pages 8 and 9 of this document.
SHAREHOLDER QUESTIONS RELEVANT TO THE BUSINESS OF THE AGM CAN BE SUBMITTED AHEAD OF THE MEETING, AS DESCRIBED IN THE LETTER FROM THE CHAIRMAN OF THE COMPANY ON PAGE 2 OF THIS DOCUMENT, AND WILL BE ANSWERED DURING THE PRESENTATION (WHICH WILL ALSO BE ACCESSIBLE VIA A WEBCAST) AT THE START OF THE AGM. THE BUSINESS OF THE AGM WILL THEN FOLLOW THIS PRESENTATION.
Hunting PLC 30 Panton Street London SW1Y 4AJ
2 March 2023
On behalf of my fellow Directors, I am pleased to inform you of the Company's AGM which will be held at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS, on Wednesday 19 April 2023 at 10.30 a.m. The formal Notice of AGM is set out on pages 6 and 7 of this document. The purpose of this letter is to explain the business of the AGM in more detail and the arrangements for the AGM proposed by the Directors.
The AGM is planned to be an open meeting with shareholders welcome to attend. If you would like to vote on the resolutions but cannot come to the AGM, please either (i) fill in the form of proxy sent to you with this document and return it to the Company's Registrars; or (ii) submit your proxy voting instructions via the internet at www.sharevote.co.uk; or (iii) if you are a CREST member, transmit a CREST Proxy Instruction using the CREST Proxy Voting Service, in all cases so as to be received no later than 10.30 a.m. on Monday 17 April 2023. If you are an institutional investor, you may also appoint a proxy electronically via the Proxymity platform.
Prior to the formal business of the AGM, a presentation will be delivered by the Chief Executive. At the end of the presentation questions relevant to the business of the AGM, and those submitted by shareholders ahead of the AGM, will be answered.
Access to the presentation and the AGM can also be made through the internet link:
https://webcasting.buchanan.uk.com/broadcast/63bd5edbdd6e71503201641c
The Directors have made available to shareholders the ability to submit questions relevant to the business of the AGM ahead of the AGM. These questions will be answered in the form of a presentation noted above. Shareholders are therefore asked to submit all questions, in relation to the business to be considered at the AGM by Monday 17 April 2023, to the Company's Registered Office, for the attention of the Company Secretary. Alternatively, questions can be submitted via email at [email protected]. Shareholders should note the provisions on page 9 of this document in relation to questions and answers.
Resolutions 1 to 14 contained within the Notice of AGM are proposed as ordinary resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 15 to 18 are proposed as special resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Voting on all resolutions at the AGM will be on a poll as the Directors believe that this will result in a more accurate reflection of the views of all shareholders and ensure that their votes are recognised, whether or not they are able to attend the AGM. On a poll, each shareholder has one vote for every share held. The results of the poll and proxy votes cast prior to the AGM will be released, shortly after the AGM, to the London Stock Exchange and published on the Company's website at www.huntingplc.com.
The Directors are required by the Companies Act 2006 to present to the shareholders of the Company at a general meeting the Company's audited accounts for the year ended 31 December 2022, together with the Directors' reports (including the strategic report) and the auditor's report on those accounts.
The Companies Act 2006 requires the Company to seek shareholder approval, on an annual basis, for the Annual Report on Remuneration for the prior financial year and the accompanying letter from the Chair of the Remuneration Committee. The vote on this Report and letter is "advisory" which means that payments to the Directors are not conditional on this resolution being approved.
The Annual Report on Remuneration is set out on pages 145 to 154 of the Company's 2022 Annual Report and Accounts and the letter from the Chair of the Remuneration Committee can be found on pages 132 to 135.
A key decision of the Remuneration Committee has been to apply a consistent and fair approach to remuneration in 2022 and to make no adjustments to the fixed or variable pay structures for the workforce, leadership team and executive Directors. Hunting operates in a highly cyclical sector and the Remuneration Committee believes that the current remuneration framework and the Company's Remuneration Policy align closely to overall stakeholder expectations.
Shareholders are asked to approve a recommended final dividend of 4.5 cents for each Ordinary share for payment on12 May 2023 to those shareholders who are on the register of members at the close of business on 21 April 2023. This is in addition to the interim dividend of 4.5 cents for each Ordinary share that was paid on 28 October 2022, making a total of 9.0 cents for the year for each Hunting PLC Ordinary share.
The Company's Articles of Association provide that any Director who has been appointed by the Board since the last AGM is required to retire and be considered for re-appointment. Stuart Brightman was appointed on 3 January 2023 and will retire at the AGM and, being eligible, offers himself for re-appointment.
In accordance with the recommendations of the UK Corporate Governance Code, all other Directors will stand for re-election at the AGM.
Biographical details of each of the Directors (including Stuart Brightman) can be found in Appendix 1 on pages 10 and 11 of this document. In accordance with the recommendations of the UK Corporate Governance Code, the reasons for the re-appointment or the re-election as well as the contribution of each Director have been detailed. The Board is confident that each non-executive Director has the necessary skills and expertise required for the Hunting Group, including significant energy industry experience and/or knowledge of the legal and regulatory environment to which Hunting is required to comply. The Board is also satisfied that each non-executive Director remains independent in character and judgement and is free from any relationship or circumstance which is likely to affect, or could appear to affect, his or her judgement.
The resolution seeks shareholder approval for the re-appointment of Deloitte LLP as auditor. The performance and effectiveness of the auditor were evaluated by the Company's Audit Committee, which recommended to the Board that Deloitte LLP be re-appointed. Deloitte LLP has also indicated its willingness to continue as the Company's auditor for another year.
The resolution gives the Audit Committee the authority to determine the remuneration of the Company's auditor for the year ending 31 December 2023.
The Companies Act 2006 provides that the Directors may only allot shares or grant rights to subscribe for or convert any security into shares if authorised by shareholders to do so. Resolution 14 will, if passed, authorise the Directors to allot new shares up to an aggregate nominal amount of £27,490,014, which represents an amount that is approximately two-thirds of the issued share capital of the Company as at 2 March 2023, being the latest practicable date prior to the publication of this document.
As provided in paragraph (a) of the resolution, up to half of this authority (equal to one-third of the issued share capital of the Company) will enable the Directors to allot and issue new shares in whatever manner (subject to pre-emption rights) they see fit. Paragraph (b) of the resolution provides that the remainder of the authority (equal to a further one-third of the issued share capital of the Company) may only be used in connection with a pre-emptive offer in favour of Ordinary shareholders. As paragraph (a) imposes no restrictions on the way the authority may be exercised, it could be used in conjunction with paragraph (b) so as to enable the whole two-thirds authority to be used in connection with a pre-emptive offer. This is in line with guidelines issued by the Investment Association.
The authority will expire at the earlier of the date that is 15 months after the date of the passing of the resolution or the conclusion of the next AGM of the Company.
Passing resolution 14 will ensure that the Directors continue to have the flexibility to act in the best interests of shareholders, when opportunities arise, by issuing new shares. There are no current plans to issue new shares except in connection with employee share schemes.
As at 2 March 2023, the Company had 164,940,082 Ordinary shares of 25 pence each in issue.
In November 2022, the Pre-Emption Group updated their Statement of Principles (the 'Pre-Emption Group Principles'), to amongst other things, support companies seeking authority to issue for cash equity securities otherwise than in connection with a pre-emptive offer representing:
Resolutions 15 and 16 seek shareholder approval such that the Board, subject to resolution 14 being passed, be authorised to allot equity securities (as defined in the Companies Act 2006) for cash under the authority given by these resolutions and/or to sell Ordinary shares held by the Company as treasury shares for cash, as if section 561 of the Companies Act 2006 did not apply to any such allotment or sale. The authorities in resolutions 15 and 16 are limited to a combined aggregate amount of 20% of the Company's issued Ordinary share capital, as at 2 March 2023, being the latest practicable date prior to the publication of this document. In the case of both resolutions 15 and 16, up to an additional 2% of the Company's issued Ordinary share capital may be issued in connection with a follow-on offer to retail investors or existing investors not allocated shares in the non-pre-emptive offer. These disapplication authorities are in line with the updated Pre-Emption Group Principles. The Directors confirm their intention to follow the Pre-Emption Group Principles in advance of exercising their authority under either resolution 15 and/or resolution 16.
Resolution 15 seeks shareholder approval to disapply statutory pre-emption rights up to 10% of the Company's issued Ordinary share capital. This part of the authority is designed to provide the Directors with flexibility to raise further equity funding and to pursue acquisition opportunities as and when they might arise. Resolution 15 also gives the Directors flexibility to implement a pre-emptive offer on terms that do not strictly reflect statutory pre-emption rights where strict compliance would be unduly burdensome (for example, due to overseas securities laws).
Resolution 16 seeks shareholder approval to disapply statutory pre-emption rights in respect of an additional 10% of the Company's issued Ordinary share capital. In accordance with the Pre-Emption Group Principles, and as referred to above, the Directors confirm that this additional authority is intended to be used only in connection with an acquisition or specified capital investment that is announced contemporaneously with the issue, or that has taken place in the preceding 12 month period and is disclosed in the announcement of the issue.
In the case of both resolutions 15 and 16, the Directors are also authorised to issue up to an additional 2% of the Company's issued Ordinary share capital in connection with follow-on offers as referred to in paragraph (iii) above.
These authorities will expire at the earlier of the date that is 15 months after the date of the passing of the relevant resolution or the conclusion of the next AGM of the Company. In each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the relevant authority expires and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
If passed, this resolution will grant the Company authority for a period of up to 15 months after the date of passing of the resolution to buy its own shares in the market. The resolution limits the number of Ordinary shares that may be purchased to 14.99% of the Company's issued Ordinary share capital as at 2 March 2023, being the latest practicable date prior to the publication of this document. The price per Ordinary share that the Company may pay is set at a minimum amount (excluding expenses) of 25 pence per Ordinary share and a maximum amount (excluding expenses) of the higher of:
This authority will only be exercised if market conditions make it advantageous to do so.
The Directors' present intention is that shares purchased pursuant to this authority will be cancelled immediately on purchase. Alternatively, the shares may be held in treasury, sold for cash or (provided Listing Rule requirements are met) transferred for the purposes of or pursuant to an employee share scheme. The effect of any cancellation would be to reduce the number of shares in issue. For most purposes, while held in treasury, shares are treated as if they have been cancelled (for example, they carry no voting rights and do not qualify for dividends). The Directors will only make purchases under this authority if they believe that the effect of such purchases (where such shares are purchased for cancellation) would result in increased earnings per share and would be in the interests of shareholders generally.
As at 2 March 2023, there were outstanding options and awards to subscribe for 12,983,851 Ordinary shares representing in total approximately 7.87% of the Company's issued share capital at that date. If the authority to purchase shares was exercised in full, and those shares were cancelled (but the Company's issued share capital otherwise remained unaltered), outstanding options and awards to subscribe for Ordinary shares would, at that date, represent approximately 9.26% of the Company's issued share capital.
To enable the Company to preserve the ability to call general meetings (other than a AGM) on 14 clear days' notice, the Company must offer all shareholders the opportunity to appoint a proxy electronically (via the website of the Company or its Registrars) and must obtain the approval of its shareholders by means of a special resolution passed each year. Resolution 18 seeks such approval which, if granted, will be effective until the Company's next AGM when it is intended that a similar resolution will be proposed. The Company is in compliance with the requirement to make electronic voting available to all shareholders. It is intended that the flexibility to call general meetings on 14 clear days' notice will only be used for non-routine business and where merited in the interests of shareholders as a whole.
The Directors consider that all the resolutions to be put to the AGM are in the best interests of the Company and its shareholders as a whole. The Board will be voting in favour of them and unanimously recommends that you do so as well.
Yours sincerely,
John F. Glick Chairman
2 March 2023
NOTICE IS HEREBY GIVEN that the Annual General Meeting (the "AGM") of Hunting PLC (the "Company") will be held at The Royal Automobile Club, 89 Pall Mall, SW1Y 5HS, on Wednesday 19 April 2023 at 10.30 a.m.
The business of the AGM will be to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 14 are proposed as ordinary resolutions and resolutions 15 to 18 are proposed as special resolutions. Voting on all resolutions will be by way of a poll.
To re-elect the following:
such authority to expire (unless renewed, varied or revoked by the Company in general meeting) on the earlier of 15 months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2024, except that the Company may before such expiry make any offer or agreement which would or might require shares to be allotted or rights to be granted after such expiry and the Directors may allot shares or grant such rights pursuant to any such offer or agreement as if such authority had not expired.
(c) to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph (a) or paragraph (b) above) up to a nominal amount equal to 20% of any allotment of equity securities or sale of treasury shares from time to time under paragraph (b) above, such authority to be used only for the purposes of making a follow-on offer which the Directors determine to be of a kind contemplated by paragraph 3 of Section 2B of the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this Notice,
such authority to expire on the earlier of 15 months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
such authority to expire on the earlier of 15 months from the date this resolution is passed or the conclusion of the AGM of the Company to be held in 2024 but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority expires and the Directors may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.
This authority shall expire 15 months after the date of the passing of this resolution or, if earlier, at the conclusion of the AGM of the Company to be held in 2024, except that the Company may, if it agrees to purchase Ordinary shares under this authority before it expires, complete the purchase wholly or partly after this authority expires.
By order of the Board
Company Secretary 30 Panton Street
Ben Willey Registered Office:
London 2 March 2023 SW1Y 4AJ
The following documents will be available for inspection at 30 Panton Street, London SW1Y 4AJ, from the date of this Notice until the time of the AGM and at The Royal Automobile Club, 89 Pall Mall, London SW1Y 5HS from 15 minutes before the AGM starts until it ends:
A member that is a company can appoint one or more corporate representatives (such as a Director or employee of the company) whose attendance at the AGM is treated as if the company were attending in person, or it can appoint one or more persons as its proxy to exercise all or any of its rights on its behalf. In each case, a person attending the AGM will need to provide the Company or its Registrars, Equiniti Limited, with evidence of their identity and, if applicable, their appointment as a proxy or corporate representative with authority to vote on behalf of a member.
in all cases so that it is received no later than 10.30 a.m. on Monday 17 April 2023. Institutional investors may also appoint a proxy electronically via the Proxymity platform (as set out in note 13 below). To appoint more than one proxy, using a form of proxy, you will need to complete a separate form of proxy in relation to each appointment. A form of proxy for use in connection with the AGM is enclosed with this document.
Full details of the procedure to submit a proxy electronically are given on the website at www.sharevote.co.uk. To use this service, you will need your Voting ID, Task ID and Shareholder Reference Number printed on the form of proxy. If you do not have a form of proxy and believe that you should, please contact the Company's Registrars, Equiniti Limited, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA or call on 0371 384 2173. If calling from outside of the UK, please ensure the country code is used. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding UK public holidays).
Non-executive Chairman
Nationality American.
8 years; appointed to the Board as a non-executive Director in 2015 and is viewed as independent. In 2017, Jay was appointed non-executive Chairman. In September 2020, Jay was re-appointed for a further three-year term. Age 70.
Jay was formerly the president and chief executive officer of LUFKIN Industries, Inc. and, prior to that, held several senior management roles within Cameron International Corporation.
Jay is currently a non-executive Director & Chairman of TETRA Technologies Inc.
Nomination Committee (Chair). Ethics and Sustainability Committee (Chair). Other Committees – By invitation.
Jay is a long-standing leader within the oil and gas sector, and has led businesses through previous market cycles. Jay's leadership of the Board during the year has led to Hunting developing its 2030 Strategy announced on 2 March 2023, which provides a strategic ambition to develop both oil and gas and non-oil and gas revenue.
Finance Director
Nationality British.
Length of service 29 years; appointed to the Board as a Director and Finance Director in 2020. Age 51.
Bruce is a Chartered Management Accountant and has held senior financial and operational positions within the Group since 1994. Between 2003 to 2011, Bruce was the financial controller of the Group's European operations. From 2011 Bruce held the position of managing director of Hunting's EMEA operating segment and has been a member of the Executive Committee since its formation in 2018.
None.
By invitation.
Bruce has continued to lead Hunting's finance function through the COVID-19 pandemic and also through the start of a new growth cycle seen in 2022. The focus on the long-term strategic ambitions of the Group are supported by a strong finance function, which will assist in the transformation of the Group.
Chief Executive
31 years; appointed to the Board as a Director and Chief Executive in 2017. Age 62.
Jim held senior management positions within Hunting from 1992 up to his appointment as Chief Operating Officer of the Group in 2011. In this role he was responsible for all day-to-day operational activities of the Company. Jim is a member of, and chairs, the Executive Committee.
None.
By invitation.
Jim's effective leadership has ensured that the Company has retained a strong balance sheet and maintained dividend distributions not just through the COVID-19 pandemic, but as the Company's core markets have returned to growth. Jim's vision of growing the Company's Subsea Technologies segment, the development of new revenue from Energy Transition opportunities and the broader diversification of Hunting's long-term revenue streams is core to the Hunting 2030 Strategy announced on 2 March 2023.
Non-executive Director
American.
8 years; appointed to the Board as a non-executive Director in 2015 and is viewed as independent. In February 2021, Annell was re-appointed for a final three-year term. Annell is Chair of the Remuneration Committee and is also the Company's designated non-executive Director for employee engagement. Age 67.
Annell was formerly a vice-president of global exploration at Marathon Oil Corporation and, prior to that, vice-president of Americas Exploration at Shell Exploration and Production Company.
Annell is currently a non-executive Director of Apache Corporation and Verisk Analytics Inc.
Nomination Committee. Remuneration Committee (Chair). Audit Committee. Ethics and Sustainability Committee.
Annell's knowledge of the international exploration and production segment of the global oil and gas industry has supported Hunting through an extremely volatile year. Annell's leadership of the Remuneration Committee has ensured that executive remuneration has been closely monitored and scrutinised given this market volatility.
Non-executive Director
Nationality American.
Stuart was appointed as a new, independent non-executive Director on 3 January 2023. Age 66.
Stuart has spent the majority of his career at TETRA Technologies Inc. ("TETRA"), Dresser Inc. and Cameron Iron Works. During his time at TETRA, Stuart held the position of Chief Operating Officer between 2005 and 2009, prior to his appointment as Chief Executive Officer, a position he held between 2009 and 2019, before his retirement from the business.
Stuart is an independent non-executive Director of NexTier Oilfield Solutions Inc.
Nomination Committee. Remuneration Committee. Audit Committee. Ethics and Sustainability Committee.
Stuart is a leading energy services executive and he repositioned TETRA's businesses to focus on higher return technologies and products, which included organic and acquisitive growth of its three core operating segments.
Non-executive Director
American.
1 year; appointed to the Board as a non-executive Director in April 2022 and is viewed as independent. Age 59.
Up to 2020, Paula worked for Schlumberger holding a variety of leadership positions within the company during a career which extended to 33 years, and latterly as Director of Global Stewardship.
Paula is currently a non-executive Director of Chart Industries, Inc. and Helix Energy Solutions Group, Inc. and is also senior vice president, Community Affairs, for the Houston Astros.
Nomination Committee. Remuneration Committee. Audit Committee. Ethics and Sustainability Committee.
Paula's knowledge and experience in stakeholder engagement supports Hunting's drive to develop its ESG initiatives internally and improve the Group's external reporting in this important area.
Non-executive Director
American and British.
5 years; appointed to the Board as a non-executive Director in April 2018 and is viewed as independent. Carol is Chair of the Audit Committee. In April 2021, Carol was re-appointed for a further three-year term. Age 60.
Carol is a Fellow of the Institute of Chartered Accountants in England and Wales. Carol was formerly the Group Financial Controller and, latterly, the Company Secretary, of Halma plc.
Carol is currently a non-executive Director of IQE plc.
Nomination Committee. Remuneration Committee. Audit Committee (Chair). Ethics and Sustainability Committee.
Carol has overseen the work of the Audit Committee, which included monitoring Deloitte LLP as auditor to the Company. Carol has maintained close dialogue with the internal auditors, the external auditor and the senior finance team throughout the year, as the performance and position of the Group improved as Hunting's core markets returned to growth.
Senior Independent non-executive Director
British.
5 years; appointed to the Board as a non-executive Director in April 2018 and appointed Senior Independent Director in August 2018. In April 2021, Keith was re-appointed for a further three-year term. Age 64.
Keith was formerly the non-executive Chairman of Gulf Keystone Petroleum plc and previously held a number of executive positions within other energy-related companies including British Energy plc and LASMO plc.
Keith is currently the non-executive Chairman of Rockhopper Exploration plc and Southern Water.
Nomination Committee. Remuneration Committee. Audit Committee. Ethics and Sustainability Committee.
Keith has supported the Board's discussions on strategy and has encouraged the development of more detailed disclosures on ESG matters. With Jay Glick, Keith has spoken to shareholders during the year to discuss governance and other issues.
Hunting PLC Registered office: 30 Panton Street, London SW1Y 4AJ
Incorporated in England and Wales No. 974568
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