John Wood Group PLC (“Company”)
LEI: 549300PLYY6I10B6S323
Annual General Meeting – Voting Results
Issued share capital at meeting date: 681,539,369
Number of votes per share: 1 vote per share
At the Annual General Meeting of John Wood Group PLC held on 9 May 2019, all resolutions put to shareholders were passed on a poll with the required majorities.
The full text of each resolution is contained in the Notice of Annual General Meeting, which is available on the Company's website www.woodplc.com
The final vote received in respect of each resolution was as follows:
Votes For (Including Discretionary) | % | Votes Against | % | Votes Total | % of Issued Share Capital Voted | Votes Withheld* | ||
1 | Report & accounts | 562,844,627 | 99.99% | 83,938 | 0.01% | 562,928,565 | 82.60% | 707,823 |
2 | Declaration of final dividend | 543,974,639 | 96.51% | 19,653,763 | 3.49% | 563,628,402 | 82.70% | 7,987 |
3 | Remuneration report | 456,721,589 | 81.78% | 101,740,458 | 18.22% | 558,462,047 | 81.94% | 5,204,342 |
4 | Re-elect Ian Marchant | 517,393,958 | 92.08% | 44,524,349 | 7.92% | 561,918,307 | 82.45% | 1,718,081 |
5 | Re-elect Thomas Botts | 562,231,047 | 99.76% | 1,340,359 | 0.24% | 563,571,406 | 82.69% | 64,983 |
6 | Re-elect Jan Brown | 495,604,244 | 87.94% | 67,969,447 | 12.06% | 563,573,691 | 82.69% | 62,697 |
7 | Re-elect Jacqui Ferguson | 559,874,110 | 99.34% | 3,699,077 | 0.66% | 563,573,187 | 82.69% | 63,202 |
8 | Re-elect Roy Franklin | 558,471,397 | 99.10% | 5,095,571 | 0.90% | 563,566,968 | 82.69% | 69,421 |
9 | Re-elect Mary Shafer-Malicki | 521,365,636 | 92.51% | 42,210,515 | 7.49% | 563,576,151 | 82.69% | 60,238 |
10 | Re-elect Jeremy Wilson | 503,434,823 | 89.33% | 60,134,598 | 10.67% | 563,569,421 | 82.69% | 66,966 |
11 | Re-elect Robin Watson | 563,347,229 | 99.96% | 227,304 | 0.04% | 563,574,533 | 82.69% | 61,856 |
12 | Re-elect David Kemp | 562,518,950 | 99.81% | 1,055,994 | 0.19% | 563,574,944 | 82.69% | 61,445 |
13 | Re-appointment of KPMG LLC as auditors | 563,532,979 | 99.99% | 63,050 | 0.01% | 563,596,029 | 82.69% | 40,360 |
14 | Authorisation of auditors' remuneration | 563,558,941 | 99.99% | 54,664 | 0.01% | 563,613,605 | 82.70% | 22,784 |
15 | Authority to allot shares | 469,069,892 | 83.23% | 94,526,844 | 16.77% | 563,596,736 | 82.69% | 39,653 |
16 | Disapplication of pre-emption rights | 557,039,319 | 98.85% | 6,487,868 | 1.15% | 563,527,187 | 82.68% | 109,202 |
17 | Additional authority to disapply pre-emption rights | 509,345,598 | 90.39% | 54,182,334 | 9.61% | 563,527,932 | 82.68% | 108,456 |
18 | Authority to purchase own shares | 561,294,509 | 99.60% | 2,263,606 | 0.40% | 563,558,115 | 82.69% | 78,273 |
19 | Notice of general meetings | 503,095,628 | 89.62% | 58,285,394 | 10.38% | 561,381,022 | 82.37% | 2,255,367 |
* 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.
Resolutions 16 to 19 were considered and passed as Special Resolutions.
On 2 May 2019, ahead of the AGM, the company announced that the participation levels in the Long-Term Plan (LTIP) for the performance period beginning 2019, as disclosed in the Remuneration Report, of 250% of annual base salary for our Chief Executive, Robin Watson, and of 200% for our CFO, David Kemp, would be cancelled as mutually agreed by the Board, Robin and David. Although the Board remains concerned about longer term retention for senior management, including executive directors, and the external competitive environment for talent, it was agreed that the participation levels would return to the previous levels of 200% and 175% respectively.
The Remuneration Committee note the concerns raised and will further engage with shareholders in the coming months to ensure shareholder views are fully considered and the interests of shareholders are aligned to the Company’s reward principles. The Remuneration Committee will reflect on feedback received and use it to inform the Company’s Remuneration Policy which will be subject to approval at the Company’s 2020 annual general meeting.
These votes are available on the Company’s website at: www.woodplc.com
In accordance with LR 9.6.2, those resolutions passed at today's AGM which are required to be made available for inspection will shortly be available to view at www.morningstar.co.uk/uk/NSM.
Notification authorised by:
Martin J McIntyre
Company Secretary