Braemar PLC Results of Annual General Meeting

TIDMBMS

RNS Number : 0676C

Braemar PLC

06 October 2022

6 October 2022

   BRAEMAR   PLC 

("Braemar", the "Company" or the "Group")

Results of Annual General Meeting

Braemar Plc (LSE: BMS), a leading international Shipbroker and provider of expert advice in shipping investment, chartering and risk management services, i s pleased to announce that each of the resolutions proposed at its reconvened Annual General Meeting (the "AGM") held earlier today were duly passed by means of a poll vote.

The poll results were as follows:

 
      Resolution         Votes      % For     Votes     % Against     Total         % of        Votes 
                           For               Against                   Votes      ISC voted    Withheld 
      Annual report 
       and financial 
 1     statements      10,827,437   99.96     3,940       0.04      10,831,377     33.30%       6,403 
     ---------------  -----------  ------  ----------  ----------  -----------  -----------  ---------- 
      Directors' 
       Remuneration 
 2     Report          4,348,717    71.24   1,755,702     28.76     6,104,419      18.77%     1,143,182 
     ---------------  -----------  ------  ----------  ----------  -----------  -----------  ---------- 
 3    Final dividend   10,834,168   99.99      660        0.01      10,834,828     33.32%       2,952 
     ---------------  -----------  ------  ----------  ----------  -----------  -----------  ---------- 
      Rectification 
       of historic 
 18    dividends       10,812,079   99.97     3,681       0.03      10,815,760     33.26%      22,020 
     ---------------  -----------  ------  ----------  ----------  -----------  -----------  ---------- 
 

In accordance with the 2018 UK Corporate Governance Code, the Board notes that although Resolution 2 (Approval of the Directors' Remuneration Report ("DRR")) passed with the requisite majority, it received 20% or more votes against the Board's recommendation.

The Board considers that the existing DRR is in the best interests of all stakeholders of the business and that the Remuneration Committee has discharged its duties properly. Accordingly, the Board will continue to support the DRR in its present form. In formulating its remuneration policies and the DRR itself, the Remuneration Committee has taken extensive external advice and has largely followed that advice. In recommending the DRR, the Remuneration Committee has, in particular, recognised that senior executive Board members have important dual responsibilities both as Group executives and day to day, frontline operators. The Remuneration Committee is particularly mindful that were these roles to be separated, significant additional cost to shareholders would be incurred.

The Board further notes that some of the votes against the DRR were cast as a result of a "vote against" recommendation being received from certain proxy shareholder companies. Certain of these recommendations have been made on the basis of the internal opinions of these proxy advisory firms, opinions formed both without consultation with the Company and which are not aligned with the Company's governance framework. As a general rule, where such proxy advisory companies make their recommendations based upon the governance framework that Braemar is governed by, then the Board takes note of such recommendations and takes appropriate remedial action. Where, however, such recommendations reflect the opinions of the proxy advisory firms which are not aligned with the company's governance framework, then in the absence of any one-to-one discussion with individual shareholders, the Board does not ordinarily take any further action.

Following the approval of Resolution 18, the Company has now entered into the Directors' Deed of Release (as defined in the Notice of Braemar's 2022 Annual General Meeting), which constituted a smaller related party transaction pursuant to LR 11.1.10 R. Further details of the Directors' Deed of Release are set out in the Company's announcement dated 27 July 2022 and the Notice of Braemar's 2022 Annual General Meeting.

The Board and the Remuneration Committee encourage an open and constructive dialogue directly with its shareholders and continue to be willing to engage with any shareholder on any relevant topics should they so wish.

Please note that a vote withheld is not a vote under English law and is not counted in the calculation of the votes "for" and "against" a resolution. The total voting rights that members were entitled to exercise at the AGM were 35,522,092.

For further information, contact:

 
 Braemar Plc 
 James Gundy, Group Chief Executive Officer      Tel [phone] 
 Nick Stone, Chief Financial Officer 
 
 Investec Bank plc 
 Gary Clarence / Harry Hargreaves / Alice        Tel [phone] 
  King 
 
 Cenkos Securities plc 
  Ben Jeynes / Max Gould (Corporate Finance)       Tel [phone] 
  Alex Pollen / Leif Powis (Sales) 
 
 
 
 
 Buchanan 
 Charles Ryland / Stephanie Whitmore             Tel [phone] 
  / Jack Devoy 
 
 
 

Notes to Editors:

About Braemar Plc

Braemar provides expert advice in shipping investment, chartering, and risk management to enable its clients to secure sustainable returns and mitigate risk in the volatile world of shipping. Our experienced brokers work in tandem with specialist professionals to form teams tailored to our customers' needs, and provide an integrated service supported by a collaborative culture.

Braemar joined the Official List of the London Stock Exchange in November 1997 and trades under the symbol BMS.

For more information, including our investor presentation, visit www.braemar.com and follow Braemar on LinkedIn

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October 06, 2022 09:04 ET (13:04 GMT)