28 June 2019
Allied Minds plc (the "Company")
Results of Annual General Meeting
The Annual General Meeting of Allied Minds plc was held earlier today. All of the resolutions proposed at the Annual General Meeting were duly passed by the shareholders on a poll.
The results of the poll, incorporating the proxy votes lodged in advance of the meeting, are set out below.
|
Resolutions |
For |
% |
Against |
% |
Withheld |
Total lodged |
|
1. To receive the Company's Annual Report and Accounts for the financial year ended 31 December 2018. |
170,365,941 |
99.36 |
1,104,035 |
0.64 |
784 |
171,469,976
|
|
2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy) for the year ended 31 December 2018. |
107,255,825 |
80.84 |
25,426,802 |
19.16 |
38,788,134 |
132,682,627 |
|
3. To approve the Directors' Remuneration Policy. |
129,448,525 |
85.13 |
22,612,862 |
14.87 |
19,409,374 |
152,061,387 |
|
4. To re-appoint KPMG LLP as auditor of the Company. |
169,856,531 |
100.00 |
5,455 |
0.00 |
1,608,774 |
169,861,986 |
|
5. To authorise the Audit Committee to determine the auditor's remuneration. |
171,464,881 |
100.00 |
2,096 |
0.00 |
3,784 |
171,466,977 |
|
6. To re-elect Mr. Peter Dolan as a Director of the Company. |
Resolution withdrawn. |
|||||
|
7. To re-elect Ms. Jill Smith as a Director of the Company. |
Resolution withdrawn. |
|||||
|
8. To re-elect Mr. Harry Rein as a Director of the Company. |
157,115,389 |
91.63 |
14,349,488 |
8.37 |
5,884 |
171,464,877 |
|
9. To re-elect Mr. Jeffrey Rohr as a Director of the Company. |
157,113,528 |
91.63 |
14,351,348 |
8.37 |
5,884 |
171,464,876 |
|
10. To re-elect Mr. Kevin Sharer as a Director of the Company. |
Resolution withdrawn. |
|||||
|
11. To elect Mr. Fritz Foley as a Director of the Company. |
157,144,844 |
91.65 |
14,320,033 |
8.35 |
5,884 |
171,464,877 |
|
12. To authorise the Directors to allot shares under section 551 of the Companies Act 2006. |
163,733,878 |
95.49 |
7,728,709 |
4.51 |
8,174 |
171,462,587 |
|
13. To disapply statutory pre-emption rights. |
163,732,359 |
95.49 |
7,732,415 |
4.51 |
5,987 |
171,464,774 |
|
14. In addition to the authority granted under Resolution 13, to disapply statutory pre-emption rights solely in relation to acquisitions and specified capital investments. |
162,647,258 |
94.86 |
8,821,115 |
5.14 |
2,387 |
171,468,373 |
|
15. To authorise the Company to make political donations and incur political expenditure. |
171,448,121 |
99.99 |
19,040 |
0.01 |
3,600 |
171,467,161 |
|
16. To authorise the Company to make market purchases of its own shares. |
170,377,621 |
99.36 |
1,092,372 |
0.64 |
767 |
171,469,993 |
|
17. To authorise the Company to hold general meetings on not less than 14 clear days' notice. |
171,366,885 |
99.94 |
103,859 |
0.06 |
17 |
171,470,744 |
While all resolutions were passed at the annual general meeting, we were disappointed that there was a significant minority of votes against the advisory resolution on the Remuneration Report. Overall, the Remuneration Committee considers that the remuneration structure continues to be broadly appropriate and aligned with the Company strategy while balancing typical UK-listed market practice with US practice in our market for talent. In line with our commitment to maintaining an open and transparent dialogue with shareholders, we will be consulting with all major shareholders in the second half of 2019 to gain their input in this review. We will also consult further on the concerns raised on this resolution and in accordance with the UK Corporate Governance Code, we will publish an update on that engagement within six months of the AGM.
Notes:
1. A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
2. As at 26 June 2019, the number of issued shares in the Company was 240,703,856 ordinary shares, which was the total number of shares entitling the holders to attend and vote for or against all the resolutions at the AGM. In accordance with the Company's Articles of Association, on a poll every member present in person or by proxy has one vote for every share held.
3. The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company's website www.alliedminds.com and on the National Storage Mechanism.
4. In accordance with Listing Rule 9.6.1, a copy of the resolutions, other than those concerning ordinary business has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.
5. Jill Smith resigned from the Company with effect from 10 June 2019. Therefore, with the consent of the meeting, the resolution regarding her re-election was not proposed.
6. Peter Dolan resigned from the Company with effect from the close of the AGM on 28 June 2019. Therefore, with the consent of the meeting, the resolution regarding his re-election was not proposed.
7. Kevin Sharer resigned from the Company with effect from the close of the AGM on 28 June 2019. Therefore, with the consent of the meeting, the resolution regarding his re-election was not proposed.
About Allied Minds
Allied Minds plc is an IP commercialisation company focused on early stage company development within the technology and life science sectors. With origination relationships that span US federal laboratories, universities, and leading US corporations, Allied Minds historically created, and now operates and funds, a portfolio of companies to generate long-term value for its investors and stakeholders. Based in Boston, Allied Minds supports its businesses with capital, management, expertise and shared services. For more information, please visit www.alliedminds.com.
For more information, please contact:
|
Allied Minds plc Neil Pizey, Head of Corporate Development |
+44 7771 872 922 |
|
FTI Consulting Ben Atwell / Brett Pollard |
+44 20 3727 1000 |