Informa PLC

AGM Information • Jun 16, 2022

National Storage Mechanism | Additional information

RNS Number : 1950P

Informa PLC

16 June 2022

Informa LEI: 5493006VM2LKUPSEDU20

Identification Code: GB00BMJ6DW54

Informa PLC Press Release

16 June 2022

Results of Annual General Meeting

London: Informa PLC (the "Company") held its Annual General Meeting ("AGM") at 240 Blackfriars Road, London SE1 8BF earlier today.  All resolutions put to the AGM were voted on by way of a poll and the results of the poll are set out below.

	RESOLUTION	FOR1		AGAINST		TOTAL	WITHHELD2
		Votes	%	Votes	%	Votes	Votes
1	To elect Louise Smalley	1,074,700,1 05	99.16%	9,064,242	0.84%	1,083,764,347	110,867,306
2	To elect Joanne Wilson	1,194,154,890	99.97%	356,189	0.03%	1,194,511,079	120,574
3	To elect Zheng Yin	1,083,346,670	99.96%	424,895	0.04%	1,083,771,565	110,860,088
4	To re-elect John Rishton	1,134,680,611	95.81%	49,661,015	4.19%	1,184,341,626	10,290,027
5	To re-elect Stephen A Carter	1,194,391,606	99.99%	140,233	0.01%	1,194,531,839	99,834
6	To re-elect Gareth Wright	1,191,830,489	99.77%	2,694,419	0.23%	1,194,524,908	106,745
7	To elect Patrick Martell	1,194,333,952	99.98%	193,478	0.02%	1,194,527,430	104,223
8	To re-elect Mary McDowell	1,131,080,061	94.69%	63,432,833	5.31%	1,194,512,894	118,759
9	To re-elect Helen Owers	953,510,045	79.82%	241,009,564	20.18%	1,194,519,609	112,044
10	To re-elect Gill Whitehead	1,180,785,221	98.85%	13,733,343	1.15%	1,194,518,564	113,089
11	Resolution withdrawn3
12	To re-elect David Flaschen	1,180,769,690	98.85%	13,739,510	1.15%	1,194,509,200	122,221
13	To receive the Annual Report and audited financial statements of the Company for the year ended 31 December 2021	1,191,395,678	99.79%	2,463,787	0.21%	1,193,859,465	771,609
14	To approve the Directors' Remuneration Report	334,437,455	28.69%	831,216,642	71.31%	1,165,654,097	28,973,913
15	To re-appoint Deloitte LLP as auditor of the Company until the conclusion of the next general meeting at which accounts are laid	1,143,523,782	95.73%	51,001,251	4.27%	1,194,525,033	106,621
16	To authorise the Audit Committee, for and on behalf of the Board, to determine the Auditor's remuneration	1,174,342,102	98.31%	20,172,658	1.69%	1,194,514,760	116,894
17	To authorise the Company to make limited political donations and political expenditure of not more than £30,000 in aggregate	1,181,574,606	98.94%	12,644,189	1.06%	1,194,218,795	412,447
18	To authorise the Directors to allot shares, up to a limited amount	1,070,342,085	90.01%	118,762,103	9.99%	1,189,104,188	5,527,466
19	To adopt the Directors' Remuneration Policy	1,001,913,504	93.49%	69,790,080	6.51%	1,071,703,584	122,928,070
20	To approve the rules of the Updated Informa Long-Term Incentive Plan	1,059,233,556	98.60%	15,055,211	1.40%	1,074,288,767	120,342,886
21	To approve the rules of the Updated Informa Deferred Share Bonus Plan	1,064,126,618	98.42%	17,041,079	1.58%	1,081,167,697	113,463,956
22	To approve an update to historical LTIP rules	1,189,411,530	99.57%	5,082,382	0.43%	1,194,493,912	137,469
23	To authorise the Directors to allot shares, and sell treasury shares for cash, without making a pre-emptive offer to shareholders4	1,179,886,447	98.99%	12,003,205	1.01%	1,191,889,652	2,742,001
24	To authorise the Directors to allot additional shares, and sell treasury shares for cash, without making a pre-emptive offer to shareholders in line with recommendations of the Pre-Emption Group4	1,153,376,134	96.77%	38,529,382	3.23%	1,191,905,516	2,726,137
25	To authorise the Company to purchase its own shares4	1,187,947,758	99.47%	6,306,827	0.53%	1,194,254,585	377,069
26	To authorise the calling of general meetings (other than an annual general meeting) on not less than 14 clear days' notice4	1,074,016,996	90.32%	115,096,153	9.68%	1,189,113,149	5,518,505

1         Where shareholders appointed the Chair as their proxy with discretion as to voting, their votes were cast in favour of the resolutions.

2        A vote withheld is not a vote in law and is not counted towards the votes cast 'For' or 'Against' a resolution.

3        Following Stephen Davidson's appointment as Chair of Calnex Solutions plc earlier this week and his decision not to stand for re-election to the Informa Board, Resolution 11 was no longer required

4        Special Resolution (75% majority required).

The total voting rights of the Company as at 10.00pm on 14 June 2022 (the time by which shareholders wanting to vote at the AGM were required to be entered on the register) was 1,459,935,563 ordinary shares of 0.1p each.  The Company does not hold any shares in treasury.  Votes were cast in respect of 81.82% of the issued share capital.

In accordance with Listing Rule 9.6.2 copies of the resolutions passed at the AGM, other than resolutions constituting ordinary business, will shortly be available for inspection via the Financial Conduct Authority's Electronic Submission System at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

A copy of the poll results for the AGM will also shortly be available on the Informa website (www.informa.com/investors).

Remuneration Approach

As the AGM results show, the Group received clear support for the new Remuneration Policy, which follows extensive consultation with shareholders over recent months. This Policy is specifically designed to focus on a future remuneration approach that is closely aligned to the Group's Growth Acceleration Plan II strategy, incentivising growth and outperformance.

In relation to past decisions made in and through the height of the COVID pandemic, the outcomes of which were reflected for a final year and a final time within the 2021 Remuneration Report, the AGM results show a clear number of shareholders were not able to provide their support.

The Board recognises and understands these different points of view on historical decisions, which have now fully and finally played out and led to some disappointment amongst shareholders. The Board made these decisions over two years ago in 2020, during a period of pressure and uncertainty for Informa, with the aim of focusing the entire 100+ Senior Leadership team on the immediate priorities for the Group and supporting the retention of key talent.

From a business perspective, these actions have had the desired effect, driving relentless focus around cash preservation and cash generation, cost reduction and balance sheet security. Collectively, the Company has since launched the GAP II plan, a four-year programme and commitment to maximise growth and value creation in the aftermath of the COVID pandemic. This plan is already being delivered with real momentum, having completed the £1.9bn divestment of Pharma Intelligence and accelerated shareholder returns through the launch of a £725m share buyback programme.

Over the last year, the Board has also responded to shareholder concerns through extensive engagement and a significant refresh of the Board, which includes the appointment of three new Non-Executive Directors, a new Chair, a new Senior Independent Director, a new Chair of the Audit Committee and a new Chair of the Remuneration Committee.

We will continue to engage with shareholders and, more specifically in 2023, to consult on the measures and targets for the first grant under the new Remuneration Policy. This award will be made in 2024 following the completion of the 2021-2023 Equity Revitalisation Plan.

Enquiries
Informa PLC Rupert Hopley, Group Company Secretary Richard Menzies-Gow, Director of Investor Relations	+44 (0) 20 8052 0400

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