TIDMHAS
RNS Number : 5904T
Hays PLC
15 November 2023
HAYS PLC
ANNUAL GENERAL MEETING 2023
RESULTS OF THE POLL
Hays plc (the "Company") announces the results of the voting by
poll on the resolutions put to its Annual General Meeting ("AGM")
held at 12:00pm today, Wednesday 15 November 2023. The full text of
the resolutions proposed at the AGM is included in the Notice of
AGM published on 2 October 2023, which is available on the
Company's website at:
www.haysplc.com/investors/shareholder-services/agm.
Resolutions 1 to 18 were passed as ordinary resolutions and
resolutions 19 to 21 were passed as special resolutions.
The table below shows the votes cast on each resolution.
Resolution Votes For % Votes % Votes Total % of Votes
Against ISC Withheld
Votes
1. To receive the
Directors' and
Auditors' Reports
and the financial
statements for
the year ended
30 June 2023 1,401,748,607 100.00 59,483 0.00 1,401,808,090 88.41% 1,002,059
-------------- ------- ------------ ------ -------------- ------- ------------
2. To approve the Directors' Remuneration
Report 1,386,619,784 98.86 15,993,637 1.14 1,402,613,421 88.46% 196,728
-------------- ------- ------------ ------ -------------- ------- ------------
3. To approve the
Directors' Remuneration
Policy 1,307,126,011 93.20 95,392,505 6.80 1,402,518,516 88.45% 291,633
-------------- ------- ------------ ------ -------------- ------- ------------
4. To declare a
final dividend 1,400,599,234 99.85 2,040,886 0.15 1,402,640,120 88.46% 168,757
-------------- ------- ------------ ------ -------------- ------- ------------
5. To declare a
special dividend 1,400,619,085 99.85 2,052,617 0.15 1,402,671,702 88.46% 137,175
-------------- ------- ------------ ------ -------------- ------- ------------
6. To elect Dirk
Hahn as a director
of the Company 1,402,507,798 99.99 70,225 0.01 1,402,578,023 88.46% 230,854
-------------- ------- ------------ ------ -------------- ------- ------------
7. To elect Zarin
Patel as a director
of the Company 1,402,242,192 99.98 249,170 0.02 1,402,491,362 88.45% 317,515
-------------- ------- ------------ ------ -------------- ------- ------------
8. To re-elect
James Hilton as
a director of the
Company 1,402,059,167 99.96 534,378 0.04 1,402,593,545 88.46% 215,332
-------------- ------- ------------ ------ -------------- ------- ------------
9. To re-elect
Joe Hurd as a director
of the Company 1,350,640,908 96.31 51,782,137 3.69 1,402,423,045 88.45% 385,832
-------------- ------- ------------ ------ -------------- ------- ------------
10. To re-elect
Andrew Martin as
a director of the
Company 1,386,754,033 98.96 14,538,464 1.04 1,401,292,497 88.37% 1,516,380
-------------- ------- ------------ ------ -------------- ------- ------------
11. To re-elect
Cheryl Millington
as a director of
the Company 1,350,339,305 96.28 52,106,783 3.72 1,402,446,088 88.45% 362,789
-------------- ------- ------------ ------ -------------- ------- ------------
12. To re-elect
Susan Murray as
a director of the
Company 1,349,533,063 96.41 50,304,155 3.59 1,399,837,218 88.28% 2,971,659
-------------- ------- ------------ ------ -------------- ------- ------------
13. To re-elect
MT Rainey as a
director of the
Company 1,398,549,850 99.72 3,900,458 0.28 1,402,450,308 88.45% 358,569
-------------- ------- ------------ ------ -------------- ------- ------------
14. To re-elect
Peter Williams
as a director of
the Company 1,402,341,420 99.99 106,517 0.01 1,402,447,937 88.45% 360,940
-------------- ------- ------------ ------ -------------- ------- ------------
15. To re-appoint
PricewaterhouseCoopers
LLP as Auditor
of the Company 1,120,730,710 99.69 3,505,418 0.31 1,124,236,128 70.90% 278,572,749
-------------- ------- ------------ ------ -------------- ------- ------------
16. To authorise
the Audit Committee
to determine the
Auditor's remuneration 1,124,158,894 99.98 206,904 0.02 1,124,365,798 70.91% 278,443,079
-------------- ------- ------------ ------ -------------- ------- ------------
17. To authorise
the Company to
make political
donations 1,359,971,198 96.97 42,559,366 3.03 1,402,530,564 88.45% 277,313
-------------- ------- ------------ ------ -------------- ------- ------------
18. To authorise
the directors to
allot Ordinary
shares in the Company 1,059,471,354 75.71 339,863,875 24.29 1,399,335,229 88.25% 3,473,648
-------------- ------- ------------ ------ -------------- ------- ------------
19. To authorise
the directors to
disapply pre-emption
rights* 1,068,677,751 76.20 333,768,013 23.80 1,402,445,764 88.45% 363,113
-------------- ------- ------------ ------ -------------- ------- ------------
20. To authorise
the Company to
purchase its own
shares* 1,399,052,393 99.76 3,434,559 0.24 1,402,486,952 88.45% 321,925
-------------- ------- ------------ ------ -------------- ------- ------------
21. To authorise
the calling of
a general meeting
with 14 clear days'
notice* 1,332,016,969 94.96 70,632,119 5.04 1,402,649,088 88.46% 159,789
-------------- ------- ------------ ------ -------------- ------- ------------
Special resolutions are indicated by an asterisk.
The Board notes that over 20% of votes cast were against the
Board's recommendations in respect of resolutions 18 and 19. As
explained in the notice of meeting, the Directors have no present
intention to exercise the share capital authorities reflected in
these resolutions, which provide appropriate flexibility in line
with investor body guidelines. The Board will continue to engage
with shareholders in respect of resolutions 18 and 19 to ensure
their views are understood. In accordance with provision 4 of the
UK Corporate Governance Code, the Board will provide an update on
this engagement within 6 months of the AGM, as well as a final
summary in the Company's 2024 Annual Report.
The issued share capital (ISC) at the close of business on 13
November 2023 was 1,600,433,092 (1,585,630,748
excluding shares held in Treasury). The 'For' vote includes
those giving the Chairman discretion. Votes withheld are not votes
in law and therefore have not been counted in the calculation of
the percentage of votes for or against a resolution.
The full text of each of the resolutions is set out in the
Notice of AGM, which is available at
www.haysplc.com/investors/shareholder-services/agm In accordance
with UK Listing Rule 9.6.2R, copies of the resolutions, other than
those concerning ordinary business, passed at the AGM will be
submitted to the National Storage Mechanism and will shortly be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Hannah Shepherd
Deputy Company Secretary
15 November 2023
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(END) Dow Jones Newswires
November 15, 2023 09:13 ET (14:13 GMT)
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