Renishaw plc (the "Company")
Results of Annual General Meeting 2022
All resolutions proposed at the Annual General Meeting ("AGM") held on 30 November 2022 were duly passed on a poll. Resolutions 1 to 15 were passed as ordinary resolutions and resolution 16 was passed as a special resolution. The result of the poll is as follows:
| Resolution | Votes For | % | Votes Against | % | Votes Total | % of ISC1 Voted Excl Withheld | Votes Withheld2 |
| 1. Receive the Annual Report 2022 | 61,785,967 | 98.47 | 963,187 | 1.53 | 62,749,154 | 86.21% | 946,475 |
| 2. Approve the Remuneration Report | 60,623,585 | 96.23 | 2,377,891 | 3.77 | 63,001,476 | 86.55% | 694,153 |
| 3. Amend the Remuneration Policy | 62,310,706 | 98.90 | 689,939 | 1.10 | 63,000,645 | 86.55% | 694,984 |
| 4. Increase the Directors' fees | 63,231,878 | 99.29 | 451,891 | 0.71 | 63,683,769 | 87.49% | 11,860 |
| 5. Declare a final dividend | 63,695,142 | 100.00 | 87 | 0.00 | 63,695,229 | 87.51% | 400 |
| 6. Re-elect David McMurtry as a director | 44,711,842 | 70.25 | 18,935,999 | 29.75 | 63,647,841 | 87.44% | 47,889 |
| 7. Re-elect John Deer as a director | 47,191,603 | 74.14 | 16,456,238 | 25.86 | 63,647,841 | 87.44% | 47,889 |
| 8. Re-elect Will Lee as a director | 63,266,457 | 99.34 | 418,598 | 0.66 | 63,685,055 | 87.49% | 10,675 |
| 9. Re-elect Allen Roberts as a director | 62,525,389 | 98.77 | 777,713 | 1.23 | 63,303,102 | 86.97% | 392,527 |
| 10. Re-elect Catherine Glickman as a director | 61,398,775 | 97.46 | 1,601,475 | 2.54 | 63,000,250 | 86.55% | 695,379 |
| 11. Re-elect David Grant as a director | 61,009,234 | 96.28 | 2,354,214 | 3.72 | 63,363,448 | 87.05% | 332,181 |
| 12. Elect Juliette Stacey as a director | 63,669,090 | 99.98 | 14,526 | 0.02 | 63,683,616 | 87.49% | 12,013 |
| 13. Elect Stephen Wilson as a director | 63,570,529 | 99.82 | 112,937 | 0.18 | 63,683,466 | 87.49% | 12,163 |
| 14. Re-appoint Ernst & Young LLP as auditors | 63,301,764 | 99.39 | 390,645 | 0.61 | 63,692,409 | 87.50% | 3,220 |
| 15. Authorise the Audit Committee to determine the auditors' remuneration | 63,686,835 | 99.99 | 5,911 | 0.01 | 63,692,746 | 87.50% | 2,883 |
| 16. Authorise the Company to purchase its own shares3 | 62,155,445 | 97.61 | 1,519,608 | 2.39 | 63,675,053 | 87.48% | 20,576 |
| 1 Issued Share Capital. 2 A vote withheld is not a vote in law and is not counted towards votes cast "For" or "Against" a resolution. 3 Special resolution requiring 75% majority. | |||||||
| Votes of independent shareholders on the resolutions concerning the election or re-election of the independent Non-executive Directors | |||||||
| 10. Re-elect Catherine Glickman as a director | 22,945,516 | 93.48 | 1,601,475 | 6.52 | 24,546,991 | 71.49% | 695,379 |
| 11. Re-elect David Grant as a director | 22,555,975 | 90.55 | 2,354,214 | 9.45 | 24,910,189 | 72.55% | 332,181 |
| 12. Elect Juliette Stacey as a director | 25,215,831 | 99.94 | 14,526 | 0.06 | 25,230,357 | 73.48% | 12,013 |
| 13. Elect Stephen Wilson as a director | 25,117,270 | 99.55 | 112,937 | 0.45 | 25,230,207 | 73.48% | 12,163 |
In accordance with Listing Rule 9.2.2E, resolutions 10 to 13 inclusive were approved by: (a) the shareholders of the Company; and (b) the independent shareholders of the Company.
The total voting rights of the Company on the day on which shareholders had to be on the register in order to be eligible to vote was 72,788,543.
In accordance with Listing Rule 9.6.2R, a copy of resolution 16, which was passed as a special resolution, has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Board is pleased that the majority of resolutions were passed with a high level of support from shareholders. The Board has considered the votes against resolutions 6, the re-election of Sir David McMurtry (29.75%) and 7, the re-election of John Deer (25.86%).
To better understand the reasoning behind the votes against, the Board has considered the voting recommendation reports of proxy voting agencies and voting intentions of shareholders where these were made available to the Company before the 2022 AGM. Engagement with shareholders has also taken place both before and during the AGM with the ability to submit questions via email and receive answers before the proxy voting deadline, and dedicated Question & Answer sessions during the AGM, at our webcasts and Investor Day.
The Board will continue to engage with shareholders to further understand their views on this and any other significant matters of concern to shareholders. An update statement will be released within six months, outlining what developments have taken place to further understand the reasoning behind the votes against.
Renishaw plc
30 November 2022
| Registered office: | New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR |
| Registered number: | 01106260, England and Wales |
| Contact name: | Jacqueline Conway |
| Contact telephone: | 01453 524524 |
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