Company Announcements
Result of AGM
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By LSE RNS
Indivior PLC (the 'Company')
Result of Annual General Meeting ('AGM')
May 9, 2024
The Company announces the voting results of its AGM, held earlier today at the Marlborough Theatre, No. 11 Cavendish Square, London, W1G 0AN. All resolutions were duly passed by shareholders by way of a poll.
Details of each resolution are set out in the Notice of Meeting circulated to shareholders on March 28, 2024. The voting results, incorporating proxy votes lodged in advance of the AGM, are set out below and will be made available on the Company's website at http://www.indivior.com/en/investors/shareholder-information.
|
RESOLUTION |
VOTES |
% |
VOTES |
% |
VOTES |
% of ISC VOTED1 |
VOTES |
|
1. To receive the Annual Report and Accounts |
83,288,966 |
99.80% |
165,691 |
0.20% |
83,454,657 |
61.65% |
1,845,894 |
|
2. To approve the Directors' Remuneration Report |
81,895,483 |
96.05% |
3,368,205 |
3.95% |
85,263,688 |
62.99% |
36,863 |
|
3. To approve the Directors' Remuneration Policy |
82,968,417 |
97.29% |
2,312,684 |
2.71% |
85,281,101 |
63.00% |
19,450 |
|
4. To elect Dr Keith Humphreys |
84,958,128 |
99.62% |
322,029 |
0.38% |
85,280,157 |
63.00% |
20,394 |
|
5. To re-elect Peter Bains |
84,228,621 |
98.76% |
1,053,518 |
1.24% |
85,282,139 |
63.00% |
18,412 |
|
6. To re-elect Mark Crossley |
85,076,791 |
99.76% |
205,149 |
0.24% |
85,281,940 |
63.00% |
18,611 |
|
7. To re-elect Graham Hetherington |
75,151,144 |
88.67% |
9,599,909 |
11.33% |
84,751,053 |
62.61% |
549,498 |
|
8. To re-elect Jerome Lande |
82,033,939 |
96.30% |
3,154,894 |
3.70% |
85,188,833 |
62.93% |
111,718 |
|
9. To re-elect Joanna Le Couilliard |
65,343,609 |
76.62% |
19,937,950 |
23.38% |
85,281,559 |
63.00% |
18,992 |
|
10. To re-elect Ryan Preblick |
84,824,554 |
99.46% |
457,206 |
0.54% |
85,281,760 |
63.00% |
18,791 |
|
11. To re-elect Barbara Ryan |
64,906,362 |
76.11% |
20,375,092 |
23.89% |
85,281,454 |
63.00% |
19,097 |
|
12. To re-elect Mark Stejbach |
82,216,429 |
97.95% |
1,723,211 |
2.05% |
83,939,640 |
62.01% |
1,360,911 |
|
13. To re-elect Juliet Thompson |
65,016,619 |
76.24% |
20,265,504 |
23.76% |
85,282,123 |
63.00% |
18,428 |
|
14. To re-appoint PricewaterhouseCoopers LLP as Auditor |
84,669,878 |
98.37% |
1,400,547 |
1.63% |
86,070,425 |
63.59% |
11,812 |
|
15. To authorize the Audit & Risk Committee to determine the remuneration of the Auditor |
85,284,447 |
99.98% |
12,874 |
0.02% |
85,297,321 |
63.01% |
3,230 |
|
16. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure |
84,307,459 |
99.58% |
353,753 |
0.42% |
84,661,212 |
62.54% |
639,339 |
|
17. To approve the Indivior 2024 Long-Term Incentive Plan |
84,996,255 |
99.66% |
285,815 |
0.34% |
85,282,070 |
63.00% |
18,481 |
|
18. To approve the Indivior 2024 Savings-Related Share Option Plan |
84,873,875 |
99.70% |
254,634 |
0.30% |
85,128,509 |
62.89% |
172,042 |
|
19. To authorize the Directors to allot shares |
84,482,869 |
99.06% |
799,620 |
0.94% |
85,282,489 |
63.00% |
18,062 |
|
20. To authorize the Directors to disapply pre-emption rights up to 10% of the issued capital (Special Resolution) |
83,238,027 |
97.62% |
2,026,671 |
2.38% |
85,264,698 |
62.99% |
35,853 |
|
21. To authorize the Directors to disapply pre-emption rights up to an additional 10% for transactions which the Board determines to be an acquisition or other capital investment (Special Resolution) |
82,512,208 |
96.76% |
2,765,983 |
3.24% |
85,278,191 |
63.00% |
22,360 |
|
22. To authorize market purchases of the Company's ordinary shares (Special Resolution) |
83,848,743 |
98.39% |
1,370,751 |
1.61% |
85,219,494 |
62.96% |
81,057 |
|
23. To call a general meeting other than an annual general meeting on not less than 14 clear days' notice (Special Resolution) |
70,629,156 |
82.82% |
14,655,004 |
17.18% |
85,284,160 |
63.01% |
16,391 |
Notes:
1. As at the close of business on May 7, 2024, the total number of ordinary shares of US$0.50 eligible to be voted at the AGM was 135,360,558. Therefore, the total voting rights in the Company as at that time was 135,360,558.
2. A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism in due course.
Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.
While all resolutions were passed at today's AGM with a clear majority, the Board notes that resolutions 9, 11 and 13 received a significant number of votes against. The Board understands this is primarily because Ms. Le Couilliard, Ms. Ryan and Ms. Thompson do not hold shares in the Company.
Our shareholders' views are important to us and we intend to engage with those shareholders who voted against these resolutions.
Contact: Kathryn Hudson
Company Secretary
Tel: +44 (0)1753 423940 / cosec@indivior.com
Jason Thompson
Vice President, Investor Relations
Tel: +1-804-402-7123 / jason.thompson@indivior.com
Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.
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