Indivior PLC Result of AGM (4750F)

TIDMINDV

RNS Number : 4750F

Indivior PLC

17 May 2017

Indivior PLC (the 'Company')

Poll results of 3(rd) Annual General Meeting ('AGM')

May 17, 2017

The Company announces that at its AGM, held on May 17, 2017, all resolutions set out in the Notice of AGM were passed on a poll.

Resolutions 1 to 17 were passed as Ordinary Resolutions and Resolutions 18 to 21 were passed as Special Resolutions. The following table sets out the votes cast on each resolution:

 
    RESOLUTION               VOTES       %        VOTES       %       VOTES      % of     VOTES 
                              FOR                AGAINST              TOTAL       ISC    WITHHELD 
                                                                                 VOTED 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
1. To receive 
 the Company's 
 accounts, the 
 strategic report 
 and reports 
 of the Directors 
 and the Auditor 
 for the year 
 ended December 
 31, 2016.                524,593,969  100.00    15,100     0.00   524,609,069  72.76   2,249,385 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
2. To approve 
 the Directors' 
 Remuneration 
 Report for the 
 year ended December 
 31, 2016.                491,470,055  93.29   35,357,161   6.71   526,827,216  73.07    38,905 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
3. To re-appoint 
 Howard Pien 
 as a Director.           494,499,743  94.18   30,581,956   5.82   525,081,699  72.83   1,777,552 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
4. To re-appoint 
 Shaun Thaxter 
 as a Director.           526,781,490  99.99     32,605     0.01   526,814,095  73.07    45,057 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
5. To re-appoint 
 Mark Crossley 
 as a Director.           526,793,635  100.00    20,125     0.00   526,813,760  73.07    45,391 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
6. To re-appoint 
 Yvonne Greenstreet 
 as a Director.           392,217,897  75.47   127,514,829  24.53  519,732,726  72.09   7,126,426 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
7. To re-appoint 
 A. Thomas McLellan 
 as a Director.           367,951,220  70.80   151,784,716  29.20  519,735,936  72.09   7,123,216 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
8. To re-appoint 
 Tatjana May 
 as a Director.           526,778,462  99.99     35,744     0.01   526,814,206  73.07    44,946 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
9. To re-appoint 
 Lorna Parker 
 as a Director.           526,716,359  99.98     101,025    0.02   526,817,384  73.07    41,768 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
10. To re-appoint 
 Daniel J. Phelan 
 as a Director.           522,856,902  99.25    3,959,688   0.75   526,816,590  73.07    42,562 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
11. To re-appoint 
 Christian Schade 
 as a Director.           526,439,271  99.93     376,961    0.07   526,816,232  73.07    42,920 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
12. To re-appoint 
 Daniel Tassé 
 as a Director.           526,785,878  100.00    25,002     0.00   526,810,880  73.07    48,272 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
13. To re-appoint 
 Lizabeth Zlatkus 
 as a Director.           526,770,965  99.99     43,365     0.01   526,814,330  73.07    44,822 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
14. To re-appoint 
 PricewaterhouseCoopers 
 LLP as Auditors 
 of the Company.          520,059,460  98.72    6,767,691   1.28   526,827,151  73.07    32,000 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
15. To authorize 
 the Audit Committee 
 of the Board 
 to determine 
 the remuneration 
 of the Auditors.         524,649,612  99.59    2,201,640   0.42   526,851,252  73.07     7,600 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
16. To authorize 
 the Company 
 and any of its 
 UK subsidiaries 
 to make political 
 donations and 
 incur political 
 expenditure.             520,738,886  98.85    6,063,612   1.15   526,802,498  73.07    46,645 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
17. That the 
 Directors be 
 generally and 
 unconditionally 
 authorized to 
 allot shares 
 in the Company 
 up to an aggregate 
 nominal amount 
 of US$48,051,850.        521,220,993  98.94    5,599,906   1.06   526,820,899  73.07    38,253 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
18. That the 
 Directors be 
 authorized to 
 disapply pre-emption 
 rights up to 
 5% of the issued 
 capital.                 526,674,569  99.97     135,576    0.03   526,810,145  73.07    49,006 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
19. That the 
 Directors be 
 authorized to 
 disapply pre-emption 
 rights up to 
 an additional 
 5% for transactions 
 which the Board 
 determines to 
 be an acquisition 
 or other capital 
 investment.              520,497,517  98.80    6,318,185   1.20   526,815,702  73.07    43,448 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
20. That the 
 Company be generally 
 and unconditionally 
 authorized to 
 make market 
 purchases of 
 its own ordinary 
 shares.                  518,740,916  98.77    6,471,697   1.23   525,212,613  72.85   1,646,538 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
21. That a general 
 meeting other 
 than an annual 
 general meeting 
 may be called 
 on 14 clear 
 days' notice.            511,083,505  97.07   15,449,689   2.93   526,533,194  73.03    324,693 
------------------------  -----------  ------  -----------  -----  -----------  ------  --------- 
 

At the Annual General Meeting of Indivior PLC held earlier today, votes of 24.53% and 29.20% were recorded against resolutions 6 and 7 to re-appoint Yvonne Greenstreet and A. Thomas McLellan as Directors of the Company. The Board, after discussion, believes it is likely that the level of votes cast against these resolutions was due to the absence of these two directors from certain Board and Committee meetings in 2016.

Tom McLellan did not attend two scheduled Board meetings during the year. One of these absences in May 2016 was as a result of him attending a meeting of cabinet and legislators in the US focused exclusively on opioid issues. Tom McLellan did not attend the Board Meeting in November 2016 as he was attending the US Government's publication of the Surgeon General's Report on Alcohol, Drugs and Health. Both absences were discussed by the Board in advance and it was agreed that it was in the best interests of Indivior, of patients and of wider stakeholders that he attend these meetings.

Tom McLellan is an expert in the field of addiction and at the centre of his work is the health and welfare of patients. He is a very strong contributor on all areas of Board discussion and his expertise is invaluable.

Ad-hoc Board Meetings, by their very nature, are often called at short notice and it is not always possible for Directors to attend, given other scheduled commitments. For this reason, both Tom McLellan and Yvonne Greenstreet were unable to attend a number of such meetings at different times during 2016.

We confirm that Yvonne Greenstreet and Tom McLellan have attended every Board meeting in the current year and have no planned absences.

A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at http://www.morningstar.co.uk/uk/NSM in due course.

As at the close of business on May 16, 2017, the total number of ordinary shares of US$0.10 each eligible to be voted at the AGM was 720,988,383. Therefore, the total voting rights in the Company as at that time were 720,988,383.

Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.

   Contact:               Kathryn Hudson 

Company Secretary

Indivior PLC's Legal Entity Identifier code is 213800V3NCQTY7IED471.

This information is provided by RNS

The company news service from the London Stock Exchange

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May 17, 2017 12:36 ET (16:36 GMT)