Management Consulting Group PLC Result of AGM (6687C)

TIDMMMC

RNS Number : 6687C

Management Consulting Group PLC

18 June 2019

Management Consulting Group PLC

18 June 2019

Management Consulting Group PLC (the "Company")

Proxy Voting

Annual General Meeting of the Company held on 18 June 2019 at Baker & McKenzie LLP, 100 New Bridge Street, London EC4V 6JA at 11.00am

Following its Annual General Meeting ("AGM") held today, Management Consulting Group plc (the "Company" announces that all resolutions proposed to shareholders as set out in the Notice of AGM dated 12 April 2019 were carried by the required majority on a poll.

Resolutions 1 to 11 and 14 were passed as ordinary resolutions and resolutions 12, 13 and 15 were passed as special resolutions. As the Company has a controlling shareholder, Blue Gem Delta Sarl, as defined in the Listing Rules, resolution 4 to re-elect Fiona Czerniawska as an independent Non-executive Director has 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.

The following table shows the results of the poll for each resolution:

 
 No   Resolution            Votes For      % of      Votes       % of    % of issued   Votes Withheld 
                                           votes     Against     votes      share 
                                           cast                  cast      capital 
                                                                            voted 
      To receive 
       the annual 
       report and 
       accounts 
       of the Company 
       for the year 
       ended 31 
       December 
 1     2018               1,059,716,043   99.67    3,504,347    0.33     70.11         0 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To approve 
       the Directors' 
       Remuneration 
 2     Report             1,027,648,262   96.65    35,570,986   3.35     70.11         1,142 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To re-elect 
       Mr M Capello 
       as a director 
 3     of the Company     881,600,022     98.00    17,974,918   2.00     59.32         163,645,450 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To re-elect 
       Ms F Czerniawska 
       as a director 
 4     of the Company*    1,059,632,226   99.66    3,577,179    0.34     70.11         10,985 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To elect 
       Ms P Hackett 
       as a director 
 5     of the Company     1,059,637,914   99.66    3,571,959    0.34     70.11         10,517 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To re-elect 
       Mr E Di Spiezio 
       Sardo as 
       a director 
 6     of the Company     882,424,206     98.09    17,150,734   1.91     59.32         163,645,450 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To re-elect 
       Mr N S Stagg 
       as a director 
 7     of the Company     1,027,677,048   96.66    35,533,825   3.34     70.11         9,517 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To re-elect 
       Mr J D Waldron 
       as a director 
 8     of the Company     1,031,941,172   97.06    31,269,701   2.94     70.11         9,517 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To re-appoint 
       Deloitte 
 9     LLP as auditor     1,059,685,269   99.67    3,526,638    0.33     70.11         8,483 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To authorise 
       the Audit 
       Committee 
       of the Company 
       to fix the 
       auditor's 
 10    remuneration       1,059,710,955   99.67    3,508,495    0.33     70.11         940 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To authorise 
       the Directors 
 11    to all shares      1,056,534,585   99.59    4,314,510    0.41     69.95         2,371,295 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      Authority 
       to disapply 
       statutory 
       pre-emption 
 12    rights**           1,060,593,320   99.98    253,835      0.02     69.95         2,373,235 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      Additional 
       authority 
       to disapply 
       statutory 
       pre-emption 
 13    rights**           1,060,586,815   99.98    260,340      0.02     69.95         2,373,235 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To authorise 
       the Company 
       to purchase 
 14    its own shares     1,045,950,303   98.38    17,268,945   1.62     70.11         1,142 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
      To authorise 
       the Company 
       to call a 
       general meeting 
       (other than 
       an AGM) on 
       not less 
       than 14 clear 
       days' notice 
 15    **                 1,063,125,452   99.99    94,938       0.01     70.11         0 
     ------------------  --------------  -------  -----------  -------  ------------  --------------- 
 

* indicates an independent director.

** indicates a special resolution requiring 75% of votes cast to be carried.

Votes of independent shareholders on resolution 4 concerning the re-election of the independent Non-executive Director:

 
 No   Resolution           Votes For     % of    Votes Against    % of     % of issued     Votes Withheld 
                                         votes                    votes    share capital 
                                         cast                     cast         voted 
      To re-elect 
       Ms F Czerniawska 
       as a director 
 4     of the Company*    585,109,481   99.39    3,577,179       0.61     56.50            10,985 
     ------------------  ------------  -------  --------------  -------  ---------------  --------------- 
 

* indicates an independent director.

The total number of issued ordinary shares each entitling the holders to attend and vote on all the resolutions at the AGM was 1,516,528,424 shares.

The total proportion of the issued ordinary share capital represented by proxy was 70%.

Notes:

   1.   Votes "For" and "Against" are expressed as a percentage of votes cast. 
   2.   Votes "For" include discretionary votes. 

3. A 'Vote Withheld' is not a vote in law and therefore is not counted in the calculation of the votes "For" or "Against" a resolution.

4. Link Asset Services, the Company's registrar, acted as scrutineer of the poll on all resolutions.

5. To view the full wording of the resolutions, please refer to the Notice of Annual General Meeting 2019 on the Company's website.

6. In accordance with Listing Rule 9.6.2, copies of all the resolutions passed other than resolutions concerning ordinary business will shortly be available for inspection on the National Storage mechanism at: www.morningstar.co.uk/uk/NSM.

 
 
 Enquiries:                          Tel: [phone] 
  Management Consulting Group PLC 
 Nick Stagg, Chairman and Chief 
  Executive 
 

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June 18, 2019 11:40 ET (15:40 GMT)