Clarkson PLC

AGM Information • May 10, 2018

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RNS Number : 7333N

Clarkson PLC

10 May 2018

10 May 2018

CLARKSON PLC

("the Company")

Results of 2018 Annual General Meeting

At the Annual General Meeting (AGM) of the Company held at 12 noon today at Commodity Quay, St Katharine Docks, E1W 1BF, all resolutions were passed on a poll. The total number of votes received on each resolution was as follows:

	Description	Votes for	% of votes cast	Votes against	% of votes cast	Votes cast as % of issued share capital	Votes withheld
1	Report & Accounts	21,829,448	99.62	83,930	0.38	72.48%	8,992
2	Remuneration Report	10,773,329	57.24	8,049,314	42.76	62.26%	3,097,728
3	Final dividend	21,921,171	100	0	0.00	72.51%	1,200
4	Re-elect  Mr J Hughes-Hallett	20,659,184	96.13	830,918	3.87	71.08%	432,268
5	Re-elect  Mr A Case	21,839,579	99.64	78,137	0.36	72.50%	1,218
6	Re-elect Mr P Anker	21,842,140	99.64	77,890	0.36	72.50%	2,341
7	Re-elect Mr J D Woyda	21,432,166	97.77	488,986	2.23	72.51%	1,218
8	Re-elect Mr P Backhouse	21,045,366	96.15	842,128	3.85	72.40%	34,877
9	Re-elect Mr B Nergaard	21,035,923	96.12	849,589	3.88	72.39%	36,859
10	Re-elect Ms ML Clayton	21,029,508	96.09	856,003	3.91	72.39%	36,859
11	Re-elect Mr E Warner	17,850,660	83.34	3,567,420	16.66	70.84%	504,290
12	Re-appoint auditor	21,812,333	99.98	5,306	0.02	72.16%	104,731
13	Auditor's remuneration	21,823,029	99.99	1,253	0.01	72.19%	34,859
14	Authority to allot shares	20,300,262	92.75	1,587,007	7.25	72.39%	35,102
15	Authority for political donations	21,078,825	96.35	797,909	3.65	72.36%	11,978
16	Disapply pre-emption rights*	21,807,512	99.65	77,077	0.35	72.39%	4,123
17	Purchase own shares*	21,831,679	99.60	86,793	0.40	72.50%	3,898
18	Notice for general meetings*	21,359,060	97.44	561,913	2.56	72.51%	1,398

* Special resolution requiring 75% majority.

Notes:

1.   Any proxy appointments which give discretion to the Chairman have been included in the "for" column.

2.   The total number of shares in issue is 30,233,179.

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

Statement regarding voting result

The Board notes the significant vote against Resolution 2 to approve the Directors' Remuneration Report. The principal area of concern relates to the Executive Directors' bonus scheme which is structured as a profit sharing arrangement. This scheme is contractual for the CEO and CFO/COO and the Remuneration Committee believes that it would be counter to the interests of shareholders to enter into a renegotiation of contractual arrangements.

During 2017 we engaged with our largest shareholders and the major proxy voting agencies and provided certain undertakings (set out in the Remuneration Report) which include a different remuneration structure for new directors. Notwithstanding this, the Remuneration Committee notes the concerns raised by shareholders and we will reflect on feedback received, whilst continuing to ensure that we maintain our focus on the best interests of the business and our ongoing strategy and values that we hold.

Availability of documents

In accordance with Listing Rule 9.6.2R, copies of the resolutions (other than those comprising ordinary business) passed at the AGM have been submitted to the UK Listing Authority and are available for inspection at the UKLA's Document Viewing Facility located at www.morningstar.co.uk

Enquiries:

Clarkson PLC

Rachel Spencer - Group Company Secretary, Clarkson PLC               Tel:  +44(0) 20 7334 3476

Camarco                                                                                         

Billy Clegg                                                                                        Tel:   020 3757 4983/ 020 3757 4994

Jennifer Renwick           

This information is provided by RNS

The company news service from the London Stock Exchange

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