PZ Cussons PLC

AGM Information • Nov 23, 2021

National Storage Mechanism | Additional information

RNS Number : 3215T

PZ CUSSONS PLC

23 November 2021

23 November 2021

PZ CUSSONS PLC

(the 'Company')

Annual General Meeting

At the Annual General Meeting of the Company held today at Radisson Blu Hotel Manchester Airport, Chicago Ave, Manchester, M90 3RA all resolutions were passed on a poll.

The polling results for each resolution are set out below:

	RESOLUTION	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED	VOTES WITHHELD
1	To receive the audited financial statements	331,251,174	100.00	2,487	0.00	331,253,661	77.26	189,401
2	To approve the Report on Directors' Remuneration	294,059,802	88.73	37,359,552	11.27	331,419,354	77.30	23,708
3	To approve the amendment in the Directors' Remuneration Policy	281,444,488	85.18	48,976,661	14.82	330,421,149	77.07	1,021,913
4	To approve the amendment to LTIP rules	280,472,871	84.88	49,946,287	15.12	330,419,158	77.07	1,022,734
5	To declare a final dividend	331,450,511	100.00	773	0.00	331,451,284	77.31	41,778
6	To re-elect J C Myers	331,398,905	99.99	24,660	0.01	331,423,565	77.30	69,497
7	To elect S Pollard	331,248,773	99.96	121,542	0.04	331,370,315	77.29	71,577
8	To re-elect C L Silver	292,034,864	88.83	36,712,229	11.17	328,747,093	76.68	2,691,863
9	To re-elect K Bashforth	293,257,222	88.50	38,119,678	11.50	331,376,900	77.29	64,992
10	To re-elect D Kucz	298,102,144	89.95	33,309,251	10.05	331,411,395	77.30	30,497
11	To re-elect J R Nicolson	306,164,333	92.42	25,104,062	7.58	331,268,395	77.27	173,497
12	To re-elect J C D Townsend	323,001,914	97.47	8,370,881	2.53	331,372,795	77.29	69,097
13	To elect J Sodha	331,328,567	99.99	48,184	0.01	331,376,751	77.29	65,141
14	To elect V Juarez	331,346,401	99.99	28,120	0.01	331,374,521	77.29	67,371
15	To re-appoint the auditor of the Company	331,346,549	99.99	27,093	0.01	331,373,642	77.29	69,420
16	To fix the remuneration of the auditor	331,359,538	100.00	14,761	0.00	331,374,299	77.29	68,763
17	To make political donations	328,657,428	99.23	2,563,712	0.77	331,221,140	77.26	221,922
18	To allot shares	305,981,188	92.34	25,372,542	7.66	331,353,730	77.29	89,332
19*	To allot equity securities for cash	305,397,772	92.21	25,809,352	7.79	331,207,124	77.25	235,938
20*	To permit the calling of a general meeting with no less than 14 clear days' notice	328,129,414	99.02	3,262,433	0.98	331,391,847	77.30	45,203
21*	To approve the new Articles of Association	331,329,619	99.98	68,783	0.02	331,398,402	77.30	44,660

*Special Resolution

VOTES OF INDEPENDENT SHAREHOLDERS ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS

	Resolution	VOTES FOR	%	VOTES AGAINST	%	VOTES TOTAL	% of ISC VOTED
9	To re-elect K Bashforth	112,472,515	74.69	38,119,678	25.31	150,592,193	62.26
10	To re-elect D Kucz	117,317,437	77.89	33,309,251	22.11	150,626,688	62.27
11	To re-elect J R Nicolson	125,379,626	83.32	25,104,062	16.68	150,483,688	62.22
12	To re-elect J C D Townsend	142,217,207	94.44	8,370,881	5.56	150,588,088	62.26
13	To elect J Sodha	150,543,860	99.97	48,184	0.03	150,592,044	62.26
14	To elect V Juarez	150,561,694	99.98	28,120	0.02	150,589,814	62.26

Notes:

(a) The votes "for" include those votes giving the Chair discretion.

(b) A "vote withheld" is not counted towards the votes cast "for" or "against" a resolution.

(c) The total number of shares in issue on 23 November 2021 was 428,724,960.

(d) The Board notes that resolutions 9 (to re-elect K Bashforth) and 10 (to re-elect D Kucz) were passed with the necessary majority but with significant votes against by the independent shareholders. The Board understands that this is primarily attributable to the votes of a large institutional shareholder who has expressed concerns over remuneration targets and NED share ownership.  The Board has engaged with shareholders on these issues extensively and will continue to engage to better understand and discuss any concerns.   The Board endeavours to balance the interests of all stakeholders in its decisions and appreciates that some stakeholders may have divergent policies on particular issues.  In accordance with the 2018 Corporate Governance Code, the Board will provide an update within six months of the AGM.

(e) In accordance with LR 9.6.2, copies of the relevant ordinary and special resolutions passed at the meeting have been submitted to the FCA's National Storage Mechanism, and will shortly be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The full text of the resolutions passed at the Annual General Meeting can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism and also on the Company's website at www.pzcussons.com.

K Massie

Company Secretary

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