Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2021 Annual General Meeting of Shareholders on Wednesday, June 9, 2021. There were 28,649,665 ordinary shares issued and outstanding at the close of business on April 15, 2021, the voting record date, and were entitled to receive notice of and vote at the Annual General Meeting of Shareholders. A total of 26,091,130 ordinary shares (91.07%) were represented at the Annual General Meeting.
The items voted upon at the annual general meeting and the results of the vote on each proposal were as follows:
Proposal 1 — Re-elect Alok Maskara
To re-elect Alok Maskara as a Director of the Company for a one-year term expiring on the completion of the 2022 Annual General Meeting.
Proposal 2 — Re-elect David Landless
To re-elect David Landless as a Director of the Company for a one-year term expiring on the completion of the 2022 Annual General Meeting.
Proposal 3 — Re-elect Clive Snowdon
To re-elect Clive Snowdon as a Director of the Company for a one-year term expiring on the completion of the 2022 Annual General Meeting.
Proposal 4 — Re-elect Richard Hipple
To re-elect Richard Hipple as a Director of the Company for a one-year term expiring on the completion of the 2022 Annual General Meeting.
Proposal 5 — Re-elect Allisha Elliott
To re-elect Allisha Elliott as a Director of the Company for a one-year term expiring on the completion of the 2022 Annual General Meeting.
Proposal 6 — Re-elect Lisa Trimberger
To re-elect Lisa Trimberger as a Director of the Company for a one-year term expiring on the completion of the 2022 Annual General Meeting.
Each nominee for Director was re-elected by a vote of the shareholders as follows:
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Name
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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Alok Maskara
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24,372,923
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9,434
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768
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1,708,005
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David Landless
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22,736,334
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1,646,023
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768
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1,708,005
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Clive Snowdon
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24,295,697
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86,660
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768
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1,708,005
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Richard Hipple
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23,641,951
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739,613
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1,561
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1,708,005
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Allisha Elliott
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24,291,902
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89,862
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1,361
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1,708,005
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Lisa Trimberger
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24,372,864
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9,693
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568
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1,708,005
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Proposal 7 — To approve the Directors’ Remuneration Policy.
The Directors’ Remuneration Policy was approved by binding shareholders vote as follows:
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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24,325,589
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55,998
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1,538
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1,708,005
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Proposal 8 — To approve, by non-binding advisory vote, the Directors' Remuneration Report, excluding the part containing the Directors’ Remuneration Policy, for the year ended December 31, 2020.
The Directors' Remuneration Report was approved by non-binding advisory vote by shareholders as follows:
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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23,581,800
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797,014
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4,311
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1,708,005
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Proposal 9 — To approve by, non-binding advisory vote on the compensation of Luxfer’s Named Executive Officers ("Named Executive Officers")
The compensation of the Company's Named Executive Officers was approved, by non-binding advisory vote, by shareholders as follows:
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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23,573,943
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800,403
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8,779
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1,708,005
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Proposal 10 — To approve by, non-binding advisory vote, on the frequency of “Say-On-Pay” votes.
To recommend, by non-binding advisory vote, the frequency of the future advisory votes on the compensation of the Company's Named Executive Officers. The frequency of future advisory votes on the compensation of the Company's Named Executive Officers was recommended by, non-binding advisory vote, by shareholders as follows:
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Votes for
1 Year
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Votes for
2 Years
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Votes for
3 Years
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Abstentions
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Non-Votes
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24,306,889
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5,858
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69,479
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899
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1,708,005
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In light of the results of this vote and other factors, on June 9, 2021, the Board of Directors of the Company approved that it would hold an advisory vote on the compensation of its Named Executive Officers every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
Proposal 11 — To ratify the re-appointment of PricewatershouseCoopers LLP as the independent auditors of the Company until conclusion of the 2022 Annual General Meeting.
To ratify the re-appointment of PricewaterhouseCoopers LLP as independent auditors of the Company until conclusion of the 2022 Annual General Meeting. The ratification of the re-appointment of PricewaterhouseCoopers LLP as the independent auditors of the Company until the conclusion of the 2022 Annual General Meeting was approved by a vote of the shareholders as follows:
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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26,081,177
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6,247
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3,706
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—
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Proposal 12 — To authorize the Audit Committee to set the Independent Auditors' remuneration.
To authorize the Audit Committee of the Board of Directors to set the Independent Auditors' Remuneration. The authorization of the Audit Committee to set the remuneration of PricewaterhouseCoopers LLP as Independent Auditors of the Company was approved by a vote of the shareholders as follows:
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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26,080,586
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9,425
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1,119
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—
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