Renishaw plc (the "Company")
Results of Annual General Meeting 2023
All resolutions proposed at the Annual General Meeting ("AGM") held on 29 November 2023 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 2023 | 61,646,484 | 98.41 | 998,952 | 1.59 | 62,645,436 | 86.06% | 1,252,069 |
| 2. Approve the Remuneration Policy | 61,006,328 | 95.50 | 2,875,973 | 4.50 | 63,882,301 | 87.76% | 15,204 |
| 3. Approve the Remuneration Report | 61,923,884 | 97.05 | 1,879,562 | 2.95 | 63,803,446 | 87.66% | 94,059 |
| 4. Declare a final dividend | 63,889,934 | 99.99 | 4,182 | 0.01 | 63,894,116 | 87.78% | 3,389 |
| 5. Re-elect David McMurtry as a director | 43,723,560 | 68.74 | 19,887,835 | 31.26 | 63,611,395 | 87.39% | 286,110 |
| 6. Re-elect John Deer as a director | 45,497,182 | 71.52 | 18,114,153 | 28.48 | 63,611,335 | 87.39% | 286,170 |
| 7. Re-elect Will Lee as a director | 63,674,597 | 99.89 | 70,955 | 0.11 | 63,745,552 | 87.58% | 151,953 |
| 8. Re-elect Allen Roberts as a director | 63,259,563 | 99.25 | 479,551 | 0.75 | 63,739,114 | 87.57% | 158,391 |
| 9. Re-elect Catherine Glickman as a director | 61,947,650 | 97.19 | 1,790,230 | 2.81 | 63,737,880 | 87.57% | 159,625 |
| 10. Re-elect David Grant as a director | 61,087,343 | 95.84 | 2,650,879 | 4.16 | 63,738,222 | 87.57% | 159,283 |
| 11. Re-elect Juliette Stacey as a director | 63,159,277 | 99.09 | 580,845 | 0.91 | 63,740,122 | 87.57% | 157,383 |
| 12. Re-elect Stephen Wilson as a director | 63,438,643 | 99.53 | 299,579 | 0.47 | 63,738,222 | 87.57% | 159,283 |
| 13. Elect Karen Holford as a director | 63,736,636 | 99.99 | 3,486 | 0.01 | 63,740,122 | 87.57% | 157,383 |
| 14. Re-appoint Ernst & Young LLP as auditors | 63,451,645 | 99.31 | 440,984 | 0.69 | 63,892,629 | 87.78% | 4,876 |
| 15. Authorise the Audit Committee to determine the auditors' remuneration | 63,883,429 | 99.99 | 8,438 | 0.01 | 63,891,867 | 87.78% | 5,638 |
| 16. Authorise the Company to purchase its own shares3 | 63,442,863 | 99.30 | 444,254 | 0.70 | 63,887,117 | 87.77% | 10,388 |
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 | 23,494,391 | 92.92 | 1,790,230 | 7.08 | 25,284,621 | 73.64% | 159,625 |
| 11. Re-elect David Grant as a director | 22,634,084 | 89.52 | 2,650,879 | 10.48 | 25,284,963 | 73.64% | 159,283 |
| 12. Re-elect Juliette Stacey as a director | 24,706,018 | 97.70 | 580,845 | 2.30 | 25,286,863 | 73.65% | 157,383 |
| 13. Re-elect Stephen Wilson as a director | 24,985,384 | 98.82 | 299,579 | 1.18 | 25,284,963 | 73.64% | 159,283 |
| 14. Elect Karen Holford as a director | 25,283,377 | 99.99 | 3,486 | 0.01 | 25,286,863 | 73.65% | 157,383 |
In accordance with Listing Rule 9.2.2E, resolutions 10 to 14 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 5, the re-election of Sir David McMurtry (31.26%) and 6, the re-election of John Deer (28.48%) (together, the "Founders").
To better understand the reasoning behind the votes against, meetings have been held with those shareholders wishing to discuss aspects of corporate governance in the run up to the AGM. The main matters of concern continue to be the absence of a relationship agreement between the Founders and the Company, succession planning and Board diversity.
In respect of succession planning and the composition of the Board, the Nomination Committee continues to monitor, and is supportive of, the current structure of the Board believing that it provides the Company with access to significant strategic vision, commercial experience, and operational and international expertise. The Board keeps its skills and experience under review and a succession planning exercise for both Board and key operational roles has recently taken place to encourage a diverse pipeline of talent for senior managerial roles. Further, and as previously announced, the Board has appointed Professor Karen Holford, Independent Non-executive Director, taking the number of independent Non-executive Directors to five, and increasing the gender diversity of the Board.
As indicated in the previous six months update statement released on 16 May 2023, the Board will continue to consult with its shareholders on these matters. An update statement will be released within six months.
Renishaw plc
29 November 2023
| Registered office: | New Mills, Wotton-under-Edge, Gloucestershire, GL12 8JR |
| Registered number: | 01106260, England and Wales |
| Contact name: | Karen Atterbury |
| Contact telephone: | 01453 524524 |
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