Item 5.07 Submission of Matters to a Vote of Security Holders.
Luxfer Holdings PLC (the “Company”) held its 2023 Annual General Meeting of Shareholders (the “AGM”) on Wednesday, June 7, 2023, in Manchester, England. There were 27,596,234 ordinary shares issued and outstanding at the close of business on April 19, 2023, the voting record date, which were entitled to receive notice of, and vote at, the AGM. Holders of 24,892,662 ordinary shares (90.2%) were represented in person or by proxy at the AGM, constituting a quorum.
At the AGM, the Company’s shareholders voted on thirteen resolutions, each of which is described in detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 27, 2023, as supplemented by a first proxy statement supplement dated May 24, 2023 and a second proxy statement supplement dated May 30, 2023 (collectively, the “Proxy Statement”). The number of votes cast for or against, and the number of abstentions and any non-votes, with respect to each resolution are set forth below. The results detailed below represent final voting results.
Ordinary Resolutions 1-6: Election of Directors
The nominees listed below were elected to serve as Directors of the Company for a one year term, expiring on completion of the 2024 Annual General Meeting of Shareholders.
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Nominee | | Votes For | | Votes Against | | Abstentions | | Non-Votes |
Andy Butcher | | 21,847,456 | | 471,020 | | 2,208 | | 2,571,978 |
Patrick Mullen | | 21,687,347 | | 631,127 | | 2,210 | | 2,571,978 |
Richard Hipple | | 20,918,197 | | 1,400,277 | | 2,210 | | 2,571,978 |
Clive Snowdon | | 20,784,172 | | 1,534,302 | | 2,210 | | 2,571,978 |
Sylvia A. Stein | | 22,268,191 | | 50,583 | | 1,910 | | 2,571,978 |
Lisa Trimberger | | 21,834,659 | | 484,015 | | 2,010 | | 2,571,978 |
Ordinary Resolution 7: Approval, by non-binding advisory vote, of the Directors’ Remuneration Report for the year ended December 31, 2022
The Company’s shareholders approved, on a non-binding advisory basis, the Directors' Remuneration Report for the year ended December 31, 2022.
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Votes For | | Votes Against | | Abstentions | | Non-Votes |
21,262,033 | | 1,049,784 | | 8,867 | | 2,571,978 |
Ordinary Resolution 8: Approval, by non-binding advisory vote, of the compensation of the Company’s Named Executive Officers for the year ended December 31, 2022
The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers, as detailed in the Proxy Statement, for the year ended December 31, 2022.
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Votes For | | Votes Against | | Abstentions | | Non-Votes |
21,217,462 | | 1,093,059 | | 10,163 | | 2,571,978 |
Ordinary Resolution 9: Frequency of “say-on-pay” votes
On a non-binding advisory basis, the Company’s shareholders voted to hold a “say-on-pay” vote on the compensation of the Company’s Named Executive Officers every 1 year, consistent with the recommendation of the Company’s Board of Directors (the “Board”).
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Votes for Every 1 Year | | Votes for Every 2 Years | | Votes for Every 3 Years | | Abstentions | | Non-Votes |
21,806,131 | | 922 | | 509,015 | | 4,616 | | 2,571,978 |
In light of the results of this vote and other factors, on June 7, 2023, the Board resolved that it would hold an advisory vote on the compensation of its Named Executive Officers every 1 year until the Board holds the next shareholder advisory vote on the frequency of “say-on-pay” votes, which shall be no later than the Company’s 2024 Annual General Meeting of Shareholders.
Ordinary Resolution 10: Ratification of the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2024 Annual General Meeting
The Company’s shareholders ratified the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2024 Annual General Meeting.
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Votes For | | Votes Against | | Abstentions | | Non-Votes |
24,764,767 | | 125,607 | | 2,288 | | — |
Ordinary Resolution 11: Authorization of the Audit Committee to set the independent auditor’s remuneration
The Company’s shareholders authorized the Audit Committee to set the remuneration of PricewaterhouseCoopers LLP as the Company’s independent auditor.
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Votes For | | Votes Against | | Abstentions | | Non-Votes |
24,770,778 | | 119,328 | | 2,556 | | — |
Ordinary Resolution 12: Authorization of the Board of Directors to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the UK Companies Act 2006 (the “Companies Act”)
The Company’s shareholders authorized the Board of Directors to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company, pursuant to section 551 of the Companies Act.
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Votes For | | Votes Against | | Abstentions | | Non-Votes |
24,178,010 | | 703,459 | | 11,193 | | — |
Special Resolution 13: Authorization of the Board of Directors to allot equity securities for cash and/or sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act regarding preemption rights does not apply to such allotment or sale, pursuant to sections 570 and 573 of the Companies Act
The Company’s shareholders authorized the Board of Directors to allot equity securities for cash and/or sell ordinary shares held by the Company as treasury shares for cash, in each case as if section 561 of the Companies Act regarding preemption rights does not apply to such allotment or sale, pursuant to sections 570 and 573 of the Companies Act.
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Votes For | | Votes Against | | Abstentions | | Non-Votes |
24,121,263 | | 757,703 | | 13,696 | | — |