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2019 AGM LTIP resolution voting and proposed ac...
2019 AGM LTIP resolution voting and proposed ac....
About this update from Iqe Plc
[{"type":"text","content":"\n 2019 AGM LTIP resolution voting and proposed actionsIQE plc(“IQE”, the “Company” or the “Group”)2019 AGM LTIP RESOLUTION VOTING AND PROPOSED ACTIONSAt the AGM on 25 June 2019, 42.9 percent of shareholders voted against the resolution to approve the adoption of the 2019 IQE Long Term Incentive Share Option Plan (“2019 LTIP”).In line with Provision 4 of the UK Corporate Governance Code 2018, this announcement is intended to outline the Company’s understanding of the reasons behind the 2019 AGM LTIP resolution voting result and to provide an update on the actions of the Remuneration Committee and Board as a result of the vote.The 2019 LTIP replaced the previous Executive Share Option Scheme approved by shareholders at the AGM in July 2009 and was intended as a natural update to the prior rules, which had not been the subject of any representations from shareholders since it was approved by shareholders in 2009. Accordingly, the Remuneration Committee did not anticipate any significant dissent and therefore did not seek to engage shareholders in advance of submitting the plan to an advisory vote at the 2019 AGM. The Board was aware however that in advance of this year’s AGM, Institutional Shareholder Services (“ISS”) issued a report in which it recommended that shareholders vote against the resolution to approve the 2019 LTIP plan, citing two principal concerns:1. That the dilution limits sought under the plan exceeded the standard dilution limit expected by institutional investors of 10% in 10 years for all of the Company's share schemes; and,2. That the plan permits the vesting of outstanding options to good leavers without a pro-rata reduction to vesting based on performance and the portion of the vesting period expired up to the time of the termination of employment.Prior to and following the AGM, the Board engaged with shareholders, emphasising that as a global technology company with the majority of its operations employing staff in Asia and the USA, share options are considered an essential tool for the Company to attract and retain the world-class talent required to sustain and grow our business. The adoption of the 15% dilution limit in 10 years in 2009 was intended to ensure that we would have sufficient flexibility to offer competitive rewards to highly-sought after candid...