Result of AGM
30th Apr 2025 15:34
Melrose Industries PLC(the "Company" or "Melrose Industries PLC")
1. Results of Annual General Meeting
Melrose Industries PLC's shareholders today approved each of the resolutions put to the 2025 Annual General Meeting with the exception of Resolution 2 concerning the approval of the Directors' Remuneration Report, which was not passed.
While the Board is pleased that all other resolutions passed with large majorities, we are disappointed that Resolution 2 (an advisory vote) was not passed. The Company, and in particular the Board, takes this feedback very seriously and will continue to engage with shareholders and consider the feedback received. This will inform the Company's future approach to remuneration. We will publish an update on our engagement and any actions taken in accordance with the UK Corporate Governance Code within six months of the 2025 Annual General Meeting.
The tables below set out the results of the poll on all 18 resolutions that were put to a shareholder vote, with each shareholder present in person or by proxy being entitled to one vote per share held.
Ordinary Resolutions
Resolutions | Votes 'For'* | % of Votes Cast 'For' | Votes 'Against' | % of Votes Cast 'Against' | Total Issued Share Capital Voted | Total % of Issued Share Capital Voted** | Votes Withheld*** |
1. To receive the financial statements for the financial year ended 31 December 2024 | 1,096,566,260 | 99.89 | 1,204,729 | 0.11 | 1,097,770,989 | 86.09% | 6,232,918 |
2. To approve the Directors' Remuneration Report for the year ended 31 December 2024 | 317,489,188 | 34.37 | 606,304,819 | 65.63 | 923,794,007 | 72.44% | 180,209,900 |
3. To declare a final dividend of 4.0 pence per ordinary share for the year ended 31 December 2024 | 1,103,262,742 | 99.95 | 532,625 | 0.05 | 1,103,795,367 | 86.56% | 208,540 |
4. To re-elect Peter Dilnot as a Director of the Company | 1,102,702,883 | 99.91 | 1,027,313 | 0.09 | 1,103,730,196 | 86.55% | 273,711 |
5. To re-elect Matthew Gregory as a Director of the Company | 1,089,500,482 | 98.71 | 14,229,714 | 1.29 | 1,103,730,196 | 86.55% | 273,711 |
6. To re-elect David Lis as a Director of the Company | 982,589,542 | 89.02 | 121,138,821 | 10.98 | 1,103,728,363 | 86.55% | 275,543 |
7. To re-elect Charlotte Twyning as a Director of the Company | 1,043,093,404 | 94.51 | 60,636,565 | 5.49 | 1,103,729,969 | 86.55% | 273,937 |
8. To re-elect Heather Lawrence as a Director of the Company | 1,097,647,473 | 99.45 | 6,081,332 | 0.55 | 1,103,728,805 | 86.55% | 275,101 |
9. To re-elect Gillian Elcock as a Director of the Company | 1,067,186,794 | 96.69 | 36,542,440 | 3.31 | 1,103,729,234 | 86.55% | 274,672 |
10. To elect Chris Grigg as a Director of the Company | 1,090,077,484 | 98.76 | 13,646,903 | 1.24 | 1,103,724,387 | 86.55% | 279,529 |
11. To elect Ian Barkshire as a Director of the Company | 1,101,401,403 | 99.79 | 2,323,781 | 0.21 | 1,103,725,184 | 86.55% | 278,723 |
12. To re-appoint PricewaterhouseCoopers LLP as auditor of the Company | 1,103,662,954 | 99.99 | 96,949 | 0.01 | 1,103,759,903 | 86.56% | 244,004 |
13. To authorise the Audit Committee to determine the auditor's remuneration | 1,103,695,436 | 99.99 | 73,501 | 0.01 | 1,103,768,937 | 86.56% | 234,970 |
14. To renew the authority given to Directors to allot shares | 1,067,463,594 | 97.28 | 29,895,453 | 2.72 | 1,097,359,047 | 86.05% | 6,644,860 |
Special Resolutions
Resolutions | Votes 'For'* | % of Votes Cast 'For' | Votes 'Against' | % of Votes Cast 'Against' | Total Issued Share Capital Voted | Total % of Issued Share Capital Voted** |
Votes Withheld*** |
15. To give the Directors authority to allot equity securities without application of pre-emption rights | 1,094,871,300 | 99.20 | 8,884,318 | 0.80 | 1,103,755,618 | 86.56% | 248,288 |
16. To give the Directors authority to allot equity securities used only for the purpose of financing a transaction which the Directors determine to be an acquisition or other capital investment | 1,093,790,987 | 99.10 | 9,982,990 | 0.90 | 1,103,773,977 | 86.56% | 229,929 |
17. To authorise a market purchase of shares | 1,081,426,455 | 98.19 | 19,928,049 | 1.81 | 1,101,354,504 | 86.37% | 2,649,402 |
18. To approve the calling of a general meeting other than an Annual General Meeting on no less than 14 days' notice | 1,075,021,773 | 97.39 | 28,753,733 | 2.61 | 1,103,775,506 | 86.56% | 228,401 |
As at 6:30pm (BST) on 28 April 2025 there were 1,275,197,565 Ordinary Shares of £0.001 in Melrose Industries PLC in issue (excluding treasury shares).
* Includes discretionary votes
** Excludes treasury shares
*** A vote 'Withheld' is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.
2. Resolutions submitted to National Storage Mechanism
The Company has today submitted to the National Storage Mechanism copies of resolutions passed at the Annual General Meeting on Wednesday 30 April 2025 concerning items other than ordinary business. These documents will shortly be available for inspection at:
Melrose Industries PLC
11th Floor
The Colmore Building
20 Colmore Circus Queensway
Birmingham, B4 6AT
Enquiries:
Investor Relations:
Chris Dyett: +44 (0) 7974 974 690, [email protected]
Media:
Andy Porter / Brunswick: +44 (0) 207 404 5959, [email protected]