Result of Annual General Meeting
21 April 2020
The Annual General Meeting of XP Power Limited was held at 401 Commonwealth Drive, Haw Par Technocentre, Lobby B, #02-02, Singapore 149598 on 21 April 2020, commencing at 5.00 p.m. Singapore time.
As set out in the Company’s trading update released on 3 April 2020, the Board decided to withdraw Resolution 2, to approve the final dividend for 2019 of 36 pence per share. A resolution was tabled at the start of today’s Annual General Meeting to withdraw this resolution which was passed unanimously by a show of hands. All other resolutions were unanimously passed by a show of hands.
The total cash outflow from the 2019 final dividend was expected to be £6.9 million. The Group pays a quarterly dividend and understands the importance of dividends to shareholders. We intend to resume payments as soon as possible.
For information, the following table shows the total votes cast by proxy voting on the resolutions that were put to the meeting. The total number of shares in issue was 19,442,296.
|Resolution number||Resolution description||In Favour||Against||Withheld|
|1||To receive and adopt the reports and audited accounts||14,339,205||99.99%||1,784||0.01%||14,327|
|3||To re-elect Gavin Griggs||14,353,910||99.99%||1,407||0.01%||0|
|4||To re-elect Duncan Penny||14,355,317||100.00%||0||0.00%||0|
|5||To re-elect Polly Williams||14,164,911||98.67%||190,406||1.33%||0|
|6||To re-elect James Peters||13,981,935||97.40%||373,381||2.60%||0|
|7||To re-elect Terry Twigger||14,179,238||98.77%||176,079||1.23%||0|
|8||To re-elect Andy Sng||14,353,910||99.99%||1,407||0.01%||0|
|9||To re-elect Pauline Lafferty||14,355,317||100.00%||0||0.00%||0|
|10||To reappoint auditors||14,324,237||99.78%||31,079||0.22%||0|
|11||Remuneration of auditors||14,340,349||99.90%||14,968||0.10%||0|
|12||To receive and adopt the Remuneration Policy||11,125,326||79.15%||2,930,138||20.85%||299,852|
|13||To receive and adopt the Remuneration Report||11,660,119||82.96%||2,395,345||17.04%||299,852|
|14||To approve the Restricted Share Plan 2020||11,075,541||78.80%||2,979,923||21.20%||299,852|
|15||Authority to allot shares||14,074,977||98.05%||280,340||1.95%||0|
|16||To amend the limit for total fees payable to non-executive directors||14,339,205||99.89%||16,111||0.11%||0|
|17||To authorize the issue of shares||14,355,317||100.00%||0||0.00%||0|
|18||To authorize the disapplication of pre-emption rights||14,339,205||99.89%||16,111||0.11%||0|
|19||Authority for the Company to purchase its own shares||14,336,863||99.89%||16,111||0.11%||0|
Note: Percentage of votes cast excludes withheld votes
The Board notes that 20.8% of votes cast were against the Remuneration Policy and 21.2% of votes cast were against the adoption of the Restricted Share Plan.
The Remuneration Committee engaged in early and extensive consultations with a wide group of the Company's shareholders. It consulted with shareholders covering 61% of the Company’s register. The proposed package of measures is aimed at ensuring that the Executive Directors' remuneration arrangements effectively serve the best interests of the Company and its shareholders. The Board will continue to engage with shareholders and the Company will publish an update on that engagement within six months of the Annual General Meeting. The Remuneration Committee will continue to take account of shareholder views in taking decisions on executive remuneration within the Policy.
Duncan Penny, Chief Executive Officer +44 (0)118 984 5515
Gavin Griggs, Chief Financial Officer