AGM Information • Mar 17, 2022
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.
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 20 April 2022 at 1.30p.m. is set out on pages 6 to 8 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, lodge the CREST Proxy Instruction using the CREST Proxy Voting Service, in all cases so as to be received no later than 1.30p.m. on Monday 18 April 2022. Shareholders are advised to return their forms of proxy earlier than 1.30p.m on Monday 18 April 2022, due the proximity of Easter bank holidays on 15 and 18 April.
For further details, please see the notes which follow the Notice of AGM set out at the end 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 MEETING. THE BUSINESS OF THE AGM WILL THEN FOLLOW THIS PRESENTATION.
Hunting PLC 5 Hanover Square London W1S 1HQ
3 March 2022
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 20 April 2022 at 1.30p.m. The formal Notice of AGM is set out on pages 6 to 8 of this document. The purpose of this letter is to explain the business of the AGM in more detail and the arrangements for the meeting proposed by the Directors.
The meeting 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, lodge the CREST Proxy Instruction using the CREST Proxy Voting Service, in all cases so as to be received no later than 1.30p.m. on Monday 18 April 2022.
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/61f2d15912956e448c99524a
Given that the Company intends to hold an open meeting, shareholders planning to attend the AGM are encouraged to take a lateral flow test prior to travelling to the AGM. Subject to government requirements at the date of the meeting, shareholders are also requested to wear a mask during the AGM.
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 18 April 2022, 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 10 of this document in relation to questions and answers.
Resolutions 1 to 13 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 14 to 17 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 2021, 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 121 to 130 of the Company's 2021 Annual Report and Accounts and the letter from the Chair of the Remuneration Committee can be found on pages 107 to 109.
A key decision of the Remuneration Committee has been to apply a consistent and fair approach to remuneration in 2021 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 4.0 cents for each Ordinary share for payment on 13 May 2022 to those shareholders who are on the register of members at the close of business on 22 April 2022. This is in addition to the interim dividend of 4.0 cents for each Ordinary share that was paid on 29 October 2021, making a total of 8.0 cents for the year for each Ordinary share.
Shareholders are asked to approve the appointment of Paula Harris as a Director of the Company. On 3 March 2022 the Company announced that Ms Harris has been proposed as a new independent non-executive Director. Subject to shareholder approval, Ms Harris will join the Board of the Company at the conclusion of the AGM. Biographical details of Ms Harris and the Board's reasons for proposing her appointment, in accordance with the recommendations of the UK Corporate Governance Code, are detailed on page 12.
In accordance with the recommendations of the UK Corporate Governance Code, all other Directors will stand for re-election at the AGM, with the exception of Richard H Hunting who will retire as a Director at the conclusion of the AGM.
Biographical details of each of the Directors can be found in Appendix 1 on pages 11 and 12 of this document. In accordance with the recommendations of the UK Corporate Governance Code, the reasons for re-election and 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 ended 31 December 2021.
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 13 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 3 March 2022, 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 rights issue 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 rights issue.
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 13 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 3 March 2022, the Company had 164,940,082 Ordinary shares of 25 pence each in issue.
Resolutions 14 and 15 seek shareholder approval such that the Board, subject to resolution 13 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 14 and 15 are limited to a combined aggregate amount of 10% of the Company's issued Ordinary share capital, as at 3 March 2022, being the latest practicable date prior to the publication of this document.
Resolution 14 seeks shareholder approval to disapply statutory pre-emption rights up to 5% 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 14 also gives the Directors flexibility to implement a rights issue, open offer or other pre-emptive issue 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 15 seeks shareholder approval to disapply statutory pre-emption rights in respect of an additional 5% of the Company's issued Ordinary share capital. In accordance with the Pre-Emption Group's Statement of Principles Disapplying Statutory Pre-Emption Rights, the Directors confirm that this additional authority will 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 six-month period and is disclosed in the announcement of the issue.
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.
In respect of these authorities, the Directors also confirm their intention to follow the provisions of the Pre-Emption Group's Statement of Principles regarding cumulative usage of disapplication authorities within a rolling three-year period where the Principles provide that excluding any shares issued in connection with an acquisition or specified capital investment as described above, usage in excess of 7.5% of the issued Ordinary share capital of the Company (excluding treasury shares) should not take place without prior consultation with shareholders.
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 shares that may be purchased to 14.99% of the Company's issued Ordinary share capital as at 3 March 2022, 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 the shareholders generally.
As at 3 March 2022, there were outstanding options and awards to subscribe for 9,544,636 Ordinary shares representing in total approximately 5.8% 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, as at that date, represent approximately 6.8% 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 17 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
3 March 2022
(Incorporated and Registered in England and Wales under Number 974568)
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, London SW1Y 5HS, on Wednesday 20 April 2022 at 1.30p.m.
The business of the AGM will be to consider and, if thought fit, to pass the following resolutions of which resolutions 1 to 13 are proposed as ordinary resolutions and resolutions 14 to 17 are proposed as special resolutions. Voting on all resolutions will be by way of a poll.
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 2023, 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.
This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the Directors by resolution 13 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution had not expired.
This authority shall expire, unless previously revoked or renewed by the Company in general meeting, at such time as the general authority conferred on the Directors by resolution 13 above expires, except that the Company may at any time before such expiry make any offer or agreement which would or might require equity securities to be allotted or equity securities held as treasury shares to be sold after such expiry and the Directors may allot equity securities and/or sell equity securities held as treasury shares in pursuance of such an offer or agreement as if the power conferred by this resolution 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 2023, 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
Ben Willey Registered Office: Company Secretary 5 Hanover Square
The following documents will be available for inspection at 5 Hanover Square, London W1S 1HQ, 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:
London 3 March 2022 W1S 1HQ
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 1.30p.m. on Monday 18 April 2022. To appoint more than one 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. Overseas shareholders should call on +44 (0)121 415 7047. Lines are open 8.30 a.m. to 5.30 p.m. Monday to Friday (excluding UK public holidays).
Nationality American.
7 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 69.
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 of TETRA Technologies Inc.
Nomination Committee (Chair). Ethics and Sustainability Committee (Chair).
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 increasing its governance framework with the formation of the Ethics and Sustainability Committee, which will support the review and monitoring of environmental, social and governance matters.
Finance Director
British.
28 years; appointed to the Board as a Director and Finance Director in 2020. Age 50.
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 extremely challenging market conditions, given the protracted downturn in the Group's core trading markets. Hunting continues to report a strong balance sheet and cash and bank position. Further, in February 2022 the Group entered into a new \$150m Asset Based Lending facility which has materially increased the Group's liquidity position.
30 years; appointed to the Board as a Director and Chief Executive in 2017. Age 61.
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, despite the reduced trading results reported during 2021. Hunting has continued to deliver for its key stakeholders and the Group has progressed its strategic objectives, including the investments in Well Data Labs and Cumberland Additive Holdings and along with Hunting's joint venture with Jindal SAW Limited in India which was announced in December 2021.
Non-executive Director
American.
7 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 66.
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.
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 backdrop.
American and British.
4 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 59.
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 and Biffa 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 was scrutinised by the external auditor, given the ongoing reduced trading reported by the Group.
Non-executive Director
American.
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 most recently as Director of Global Stewardship. Age 58.
Paula is currently a non-executive Director of Chart Industries, Inc and is also senior vice president, Community Affairs, for the Houston Astros.
Paula is proposed for appointment given her strong expertise within the oil and gas services sector. Further, given Paula's significant stakeholder engagement experience, the Board looks forward to enhancing Hunting's disclosures and increasing its initiatives in this area going forward.
Senior Independent non-executive Director
Nationality British.
4 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 threeyear term. Age 63.
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 and a non-executive director of Cairn Energy PLC.
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 environmental, social and governance matters. With Jay Glick, Keith has spoken to shareholders during the year to discuss governance and other matters.
Hunting PLC Registered office: 5 Hanover Square, London W1S 1HQ.
Registered in England and Wales No. 974568.
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