SDL PLC Result of AGM (7943W)
April 29 2016 - 3:39AM
UK Regulatory
TIDMSDL
RNS Number : 7943W
SDL PLC
29 April 2016
29 April 2016
SDL PLC
("SDL" or the "Company")
Result of Annual General Meeting
At the Company's Annual General Meeting held on 28 April 2016
all resolutions were duly passed without amendment by the required
majority on a show of hands.
Copies of the special business resolutions passed at the meeting
will be submitted to the National Storage Mechanism and will
shortly be available for inspection at:
www.hemscott.com/nsm.do.
Pamela Pickering
Company Secretary
The Board notes that Resolution 3 to approve the remuneration
report has received 26.7% of votes cast against it (17,239,431
votes). In addition, the holders of 857,374 shares withheld their
votes. The key issue brought to the Board's attention was the use
of discretion exercised when determining the bonus paid to the CFO
in 2015.
The Chairman of the Remuneration Committee together with the
Chairman of the Board and the Senior Independent Director undertook
an extensive engagement programme with shareholders ahead of the
Annual General Meeting. They also contacted the holders of around
half our shares when the Annual Report was published to discuss the
process the Remuneration Committee went through in reaching its
decisions. The Remuneration Committee Chairman also spoke to the
Investment Association and Institutional Shareholder Services,
organisations which analyse Company annual reports and make voting
recommendations and seek views from their members.
While a large majority of of shareholders were supportive of the
Remuneration Committee's use of discretion, the Committee is
conscious of the minority who voted against the report. The
Remuneration Committee and the Board unanimously believe that in
these particular circumstances the Remuneration Committee made the
right decision by seeking to align the CFO's reward with the
exceptional contribution he has made at a time of significant
change and uncertainty at the Company. It did not take this
decision lightly and considered the position over a number of
meetings. The use of discretion in 2015 is not intended to create a
precedent for future years, but was used to address a particular
anomaly arising as a result of changes to the directorate.
The Remuneration Committee has undertaken a thorough review of
remuneration arrangements during 2015, and put a revised
Remuneration Policy to shareholder vote at the AGM which received
99.94% support. This followed extensive consultation during Q4 2015
with a broad range of shareholders to solicit their views on how
best to align executive reward with shareholder interests.
We thank the shareholders, the Investment Association and
Institutional Shareholder Services who have engaged with us to
debate the issues which the Remuneration Committee has faced. The
Remuneration Committee is committed to open and constructive
dialogue with shareholders and shareholder bodies and will continue
to seek their views and input on any material changes to the way we
operate our policy.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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