Gulf Marine Services PLC Results of Annual General Meeting (9478O)

TIDMGMS

RNS Number : 9478O

Gulf Marine Services PLC

23 May 2018

Gulf Marine Services PLC ("the Company")

Results of Annual General Meeting

At the Annual General Meeting of Gulf Marine Services PLC held on Tuesday 22 May 2018, all resolutions put to the meeting were passed by the shareholders on a poll.

The results of the poll, incorporating the proxy votes lodged in advance of the meeting, are set out below.

 
 Resolutions                   For (1)       %       Against       %     Withheld   Total lodged 
                                                                            (2) 
 1. To receive the 
  Company's annual 
  accounts for the 
  financial year ended 
  31 December 2017.          248,976,895   96.46    9,143,901    3.54       0       258,120,796 
                            ------------  -------  -----------  ------  ---------  ------------- 
 2. To approve the 
  Directors' Remuneration 
  Report for the year 
  ended 31 December 
  2017.                      209,486,913   81.16    48,631,883   18.84    2,000     258,118,796 
                            ------------  -------  -----------  ------  ---------  ------------- 
 3. To approve the 
  Directors' Remuneration 
  Policy.                    201,055,052   77.90    57,028,909   22.10    36,836    258,083,961 
                            ------------  -------  -----------  ------  ---------  ------------- 
 4. To re-elect Simon 
  Heale as a director 
  of the Company.            255,277,750   98.90    2,843,046    1.10       0       258,120,796 
                            ------------  -------  -----------  ------  ---------  ------------- 
 5. To re-elect Duncan 
  Anderson as a director 
  of the Company.            258,120,753   100.00       44       0.00       0       258,120,797 
                            ------------  -------  -----------  ------  ---------  ------------- 
 6. To re-elect Simon 
  Batey as a director 
  of the Company.            255,715,519   99.07    2,405,278    0.93       0       258,120,797 
                            ------------  -------  -----------  ------  ---------  ------------- 
 7. To re-elect Richard 
  Anderson as a director 
  of the Company.            238,518,773   92.41    19,602,023   7.59       0       258,120,796 
                            ------------  -------  -----------  ------  ---------  ------------- 
 8. To re-elect Dr 
  Karim El Solh as 
  a director of the 
  Company.                   255,707,074   99.06    2,413,723    0.94       0       258,120,797 
                            ------------  -------  -----------  ------  ---------  ------------- 
 9. To re-appoint 
  Deloitte LLP as 
  auditor of the Company.    258,108,952   100.00     11,845     0.00       0       258,120,797 
                            ------------  -------  -----------  ------  ---------  ------------- 
 10. To authorise 
  the Audit and Risk 
  Committee of the 
  Company to determine 
  the auditor's 
  remuneration.              258,120,753   100.00       44       0.00       0       258,120,797 
                            ------------  -------  -----------  ------  ---------  ------------- 
 11. To authorise 
  the directors to 
  allot shares under 
  section 551 of the 
  Companies Act 2006.        236,958,780   91.80    21,159,517   8.20     2,500     258,118,297 
                            ------------  -------  -----------  ------  ---------  ------------- 
 12. To authorise 
  the directors to 
  allot shares on 
  a non-pre-emptive 
  basis. (3)                 236,966,716   91.81    21,151,581   8.19     2,500     258,118,297 
                            ------------  -------  -----------  ------  ---------  ------------- 
 13. To authorise 
  the Company to make 
  market purchases 
  of its own shares. 
  (3)                        258,049,565   99.97      71,231     0.03       0       258,120,796 
                            ------------  -------  -----------  ------  ---------  ------------- 
 14. To authorise 
  the Company to hold 
  general meetings 
  (other than an annual 
  general meeting) 
  on not less than 
  14 clear days' notice. 
  (3)                        257,444,071   99.74     676,726     0.26       0       258,120,797 
                            ------------  -------  -----------  ------  ---------  ------------- 
 

VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER

 
 Resolutions              For         %      Against      %     Withheld   Total lodged 
 6. To re-elect 
  Simon Batey as 
  a director of 
  the Company. 
  (4)                 196,045,917   98.79   2,405,278    1.21      0       198,451,195 
                     ------------  ------  -----------  -----  ---------  ------------- 
 7. To re-elect 
  Richard Anderson 
  as a director 
  of the Company. 
  (4)                 178,849,171   90.12   19,602,023   9.88      0       198,451,194 
                     ------------  ------  -----------  -----  ---------  ------------- 
 

The Board thanks all investors for their support through participation in the AGM vote this year and is pleased that the majority of resolutions received overwhelming support from shareholders. The Board notes the vote of 22.10% against resolution 3, the Directors' Remuneration Policy. A vote of 18.84% against resolution 2, the Directors' Remuneration Report, is also noted. The Board remains committed to maintaining an open dialogue with shareholders and advisory bodies on key remuneration decisions, and will consider whether any future changes are required to be made to the Directors' Remuneration Policy.

Notes:

1) Any proxy appointments giving discretion to the Chairman of the Meeting have been included in the "For" totals above.

2) A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

   3)   Indicates special resolutions requiring a 75% majority of votes cast in favour to be passed. 

4) As the Company has a controlling shareholder, Green Investment Capital Investments LLC, as defined in the Financial Conduct Authority's Listing Rules, each resolution to re-elect an independent director (resolutions 6, and 7) have, under Listing Rule 9.2.2E, been approved by a majority of the votes cast by:

   --     the shareholders of the Company as a whole; and 

-- the independent shareholders of the Company; that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.

5) The Company's total ordinary shares in issue (total voting rights) as at 18 May 2018 was 349,967,878 ordinary shares of 10 pence each. Ordinary shareholders are entitled to one vote per ordinary share held. No shares were held in treasury. The proxy votes received, including votes withheld, amount to 73.76% of the total issued share capital.

The full text of the resolutions may be found in the Notice of the Annual General Meeting, copies of which are available on both the Company's website www.gmsuae.com and on the National Storage Mechanism at http://www.morningstar.co.uk/uk/NSM.

A copy of the special resolutions passed at the Annual General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

-ends-

For further information please contact:

 
 
  Gulf Marine Services 
  PLC                        Brunswick 
                             Patrick Handley - UK 
  John Brown                 Tel: [phone] 
  Tel: [phone] 
 
 

Disclaimer

The content of the Gulf Marine Services PLC website should not be considered to form a part of or be incorporated within this announcement.

Gulf Marine Services PLC's Legal Entity Identifier is 213800IGS2QE89SAJF77

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May 23, 2018 02:01 ET (06:01 GMT)