Luxfer Holdings Plc · NYSE:LXFR
Luxfer — Shareholder Meeting (June 2022)
17 slides from Luxfer's shareholder meeting presentation, Jun 8, 2022
Slide 1: 2022 Annual General Meeting of Shareholders
2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS Wednesday, June 8, 2022, 2:00 PM BST Manchester, England 1 CUSTOMER FIRST • INTEGRITY • ACCOUNTABILITY • INNOVATION • PERSONAL DEVELOPMENT • TEAMWORK
Slide 2: Voting Summary
2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS Voting Summary As of Close of Voting at 4:59 AM BST 2 CUSTOMER FIRST • INTEGRITY • ACCOUNTABILITY • INNOVATION • PERSONAL DEVELOPMENT • TEAMWORK
Slide 3: Resolution 1: Elect Andy Butcher as Director
RESOLUTION 1 To elect Andy Butcher as a Director of the Company. Total Votes For Against Abstain Non-Votes Cast 24,445,137 10,560 1,863 26,003,888 1,546,328 99.95% 0.04% 0.01% 92.09% Ordinary Resolution: The Board recommends a vote “FOR” Resolution 1 3 CUSTOMER FIRST • INTEGRITY • ACCOUNTABILITY • I
Slide 4: Resolution 2: Elect Patrick Mullen as Director
RESOLUTION 2 To elect Patrick Mullen as a Director of the Company. Total Votes For Against Abstain Non-Votes Cast 24,326,221 129,478 1,861 26,003,888 1,546,328 99.46% 0.53% 0.01% 92.09% Ordinary Resolution: The Board recommends a vote “FOR” Resolution 2 4 CUSTOMER FIRST • INTEGRITY • ACCOUNTABILITY
Slide 5: Resolution 3: Re-elect Clive Snowdon as Director
RESOLUTION 3 To re-elect Clive Snowdon as a Director of the Company. Total Votes For Against Abstain Non-Votes Cast 20,414,990 4,040,741 1,829 26,003,888 1,546,328 83.47% 16.52% 0.01% 92.09% Ordinary Resolution: The Board recommends a vote “FOR” Resolution 3 5 CUSTOMER FIRST • INTEGRITY • ACCOUNTABI
Slide 6: Resolution 4: Re-elect Richard Hipple as Director
RESOLUTION 4 To re-elect Richard Hipple as a Director of the Company. Total Votes For Against Abstain Non-Votes Cast 26,003,888 1,309,424 1,405 26,003,888 1,546,328 94.64% 5.35% 0.01% 92.09% Ordinary Resolution: The Board recommends a vote “FOR” Resolution 4 6 CUSTOMER FIRST • INTEGRITY • ACCOUNTABI
Slide 7: Resolution 5: Re-elect Lisa Trimberger as Director
RESOLUTION 5 To re-elect Lisa Trimberger as a Director of the Company. Total Votes For Against Abstain Non-Votes Cast 23,901,824 551,756 3,980 26,003,888 1,546,328 97.72% 2.26% 0.02% 92.09% Ordinary Resolution: The Board recommends a vote “FOR” Resolution 5 7 CUSTOMER FIRST • INTEGRITY • ACCOUNTABIL
Slide 8: Resolution 6: Approve Directors' Remuneration Report
RESOLUTION 6 To approve the Directors’ Remuneration Report for the year ended December 31, 2021. Total Votes For Against Abstain Non-Votes Cast 23,442,783 1,007,807 6,970 26,003,888 1,546,328 95.85% 4.12% 0.03% 92.09% Ordinary Resolution: The Board recommends a vote “FOR” Resolution 6 8 CUSTOMER FIR
Slide 9: Resolution 7: Approve Named Executive Officer Compensation
RESOLUTION 7 To approve the compensation of the Company’s Named Executive Officers. Total Votes For Against Abstain Non-Votes Cast 23,175,982 1,273,459 8,119 26,003,888 1,546,328 94.76% 5.21% 0.03% 92.09% Ordinary Resolution: The Board recommends a vote “FOR” Resolution 7 9 CUSTOMER FIRST • INTEGRIT
Slide 10: Resolution 8: Frequency of Say-On-Pay Votes
RESOLUTION 8 To approve the frequency of “Say-On-Pay” votes. Every 2 Every 3 Total Votes Every 1 Year Abstain Non-Votes Years Years Cast 24,367,867 7,669 75,859 6,165 26,003,888 1,546,328 99.63% 0.03% .31% 0.03% 92.09% Ordinary Resolution: The Board recommends a vote of “EVERY 1 YEAR” 10 CUSTOMER FI
Slide 11: Resolution 9: Ratify PricewaterhouseCoopers as Auditor
RESOLUTION 9 To ratify the re-appointment of PricewaterhouseCoopers LLP as the Independent Auditor of the Company until conclusion of the 2023 Annual General Meeting. Total Votes For Against Abstain Non-Votes Cast 26,003,888 11,886 11,886 26,003,888 - 99.92% 0.05% 0.03% 92.09% Ordinary Resolution: T
Slide 12: Resolution 10: Authorize Auditor Remuneration
RESOLUTION 10 To authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration. Total Votes For Against Abstain Non-Votes Cast 25,982,089 20,750 1,049 26,003,888 - 99.92% 0.08% 0.001% 92.09% Ordinary Resolution: The Board recommends a vote “FOR” Resolution 10
Slide 13: Resolution 11: Approve Long-Term Umbrella Incentive Plan
RESOLUTION 11 To approve the Company’s amended and restated Long- Term Umbrella Incentive Plan. Total Votes For Against Abstain Non-Votes Cast 26,003,888 1,341,237 12,297 26,003,888 1,546,328 94.47% 5.48% 0.05% 92.09% Ordinary Resolution: The Board recommends a vote “FOR” Resolution 11 13 CUSTOMER F
Slide 14: Resolution 12: Approve Non-Executive Directors Equity Incentive Plan
RESOLUTION 12 To approve the Company’s amended and restated Non- Executive Directors Equity Incentive Plan. Total Votes For Against Abstain Non-Votes Cast 23,112,041 1,331,645 13,874 26,003,888 1,546,328 94.50% 5.44% 0.06% 92.09% Ordinary Resolution: The Board recommends a vote “FOR” Resolution 12 1
Slide 15: Resolution 13: Reduction of Issued Share Capital
RESOLUTION 13 To approve a reduction of approximately £76.183 million in the Company’s issued share capital by cancelling and extinguishing all issued Deferred Shares, and, of the amount by which the share capital is reduced, an aggregate sum of £76,180 be repaid to the holders of Deferred Shares (p
Slide 16: Resolution 14: Amend Articles of Association
RESOLUTION 14 Subject to Resolution 13 being duly passed as a special resolution and the capital reduction described therein taking effect, to approve amendment of the Company’s Articles of Association by deleting Article 5.2 and the definition of “Deferred Shares” set forth in Article 2.1. Total Vo
Slide 17: Thank you for your attendance and interest in Luxfer
Thank you for your attendance and interest in Luxfer 17 CUSTOMER FIRST • INTEGRITY • ACCOUNTABILITY • INNOVATION • PERSONAL DEVELOPMENT • TEAMWORK