William Hill PLC

Declaration of Voting Results & Voting Rights Announcements • May 8, 2018

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RNS Number : 4082N

William Hill PLC

08 May 2018

WILLIAM HILL PLC

Result of 2018 Annual General Meeting (AGM)

8 May 2018

William Hill PLC (LSE:WMH) announces the results of its Annual General Meeting (AGM) held today, Tuesday 8 May 2018 at 11.00 am at the Radisson Blu Edwardian Hotel, 9-13 Bloomsbury Street, London WC1B 3QD.

All resolutions as set out in the Notice of Meeting dated 13 March 2018 were voted on by way of a poll and the results of each resolution are shown below. All resolutions were duly approved by proxy votes received and the final proxy voting position by resolution is shown below.

Resolution		For	%	Against	%	Withheld
1	To receive the annual report and accounts	585,989,102	99.87	743,686	0.13	4,082,100
2	To approve the annual report on remuneration	409,251,435	69.29	181,358,622	30.71	207,314
3	To declare a final dividend	590,778,759	100.00	22,440	0.00	14,233
4	To elect Roger Devlin	584,883,768	99.01	5,835,284	0.99	96,378
5	To elect Ruth Prior	588,649,843	99.65	2,074,168	0.35	91,421
6	To re-elect Philip Bowcock	590,646,703	99.99	73,582	0.01	95,047
7	To re-elect Mark Brooker	590,046,192	99.89	661,303	0.11	107,937
8	To re-elect Sir Roy Gardner	553,748,998	94.33	33,288,778	5.67	3,777,654
9	To re-elect Georgina Harvey	589,656,623	99.82	1,048,001	0.18	107,808
10	To re-elect David Lowden	585,441,088	99.11	5,267,054	0.89	105,662
11	To re-elect John O'Reilly	Resolution withdrawn
12	To re-elect Robin Terrell	547,153,831	93.21	39,880,598	6.79	3,781,003
13	To re-appoint the Auditors	570,414,561	96.55	20,362,310	3.45	37,559
14	To authorise the Audit and Risk Management Committee to determine the auditors' remuneration	589,714,839	99.82	1,058,533	0.18	42,058
15	Authority to make or incur EU political donations and EU political expenditure	570,421,462	96.57	20,273,827	3.43	121,166
16	Authority to allot securities up to a nominal amount of £28,629,136	551,612,273	93.37	39,145,958	6.63	57,201
17	Authority to dis-apply pre-emption rights for allotments up to a nominal amount of £4,294,413	551,632,529	93.39	39,065,573	6.61	119,330
18	Authority to purchase own shares	582,087,479	98.87	6,677,322	1.13	2,052,629
19	Notice of General Meeting	563,355,103	95.36	27,430,804	4.64	29,525

Any proxy votes which are at the discretion of the Chairman have been included in the "For" total. A vote withheld is not a vote in law and has not been counted in the calculation of the proportion of the votes for and against the resolution. The total issued share capital of the Company as at close of business on 4 May 2018 was 887,295,272, with total voting rights as at the same date of 860,575,579.

Statement regarding voting result

The Board is pleased that the majority of resolutions received overwhelming support from shareholders, but notes that a significant number of both institutional and private shareholders lodged opposition to the advisory vote on the Remuneration Report this year, with the result that the vote against exceeded the key threshold of 20% of votes cast.

The Board understands that this opposition is attributable in large part to concerns regarding the salary increase awarded to Philip Bowcock, CEO, on his acceptance of that position permanently in March 2017. These concerns were raised by two proxy agencies in their reports ahead of the AGM. The Company engaged extensively with both the proxy agencies and directly with its institutional shareholder base to discuss the matter. That process confirmed that whilst the majority of the Company's largest shareholders were supportive, a significant minority agreed with the proxy agency recommendation.

The Board has considered those concerns carefully, and remains of the view that the processes followed and the decision taken in 2017 was appropriate and can be justified in the context of the key events and industry challenges of last year, many of which are ongoing.

The Board remains firmly committed to maintaining an open dialogue with shareholders and advisory bodies on key remuneration decisions in 2018 and beyond. This includes the commitment already made to further engage prior to the grant of awards under the Performance Share Plan for the 2018 financial year.

Board and Committee Changes following AGM

Following recent changes to the Board, which include Imelda Walsh stepping down from the Board immediately following the AGM and John O'Reilly also stepping down with effect from 30 April, the Nomination Committee has reviewed the composition of each of the Board's committees. That review determined that Mark Brooker should be appointed to replace John O'Reilly as a member of the Audit & Risk Management Committee, but otherwise no further changes were necessary at the current time.

Availability of documents

A copy of the resolutions passed at the meeting, other than ordinary business, is being uploaded today to the National Storage Mechanism and will shortly be available for viewing at www.morningstar.co.uk/uk/NSM.

The proxy figures for the resolutions will also be displayed on the corporate website www.williamhillplc.com.

OAM: Additional Regulated Information

William Hill LEI: 213800MDW41W5UZQIX82

Enquiries:

William Hill PLC

Luke Thomas, Company Secretary

Tel: +44 (0) 20 7 612 3090

Brunswick

Andrew Porter / Oliver Hughes   

Tel: +44 (0) 20 7 404 5959

About William Hill

William Hill, The Home of Betting, is one of the world's leading betting and gaming companies, employing around 16,000 people. Founded in 1934, it is the one of the UK's largest bookmakers with around 2,340 licensed betting offices that provide betting opportunities on a wide range of sporting and non-sporting events, and gaming on machines, providing customers with the opportunity to access William Hill's products online, through their smartphone or tablet. William Hill US was established in June 2012 and provides land-based and mobile sports betting services in Nevada, and is the exclusive risk manager for the State of Delaware's sports lottery. William Hill PLC is listed on the London Stock Exchange and is a member of both the FTSE 250 and FTSE4Good Indices.

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The company news service from the London Stock Exchange

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