Luxfer Holdings Plc · NYSE:LXFR
Luxfer — Shareholder Meeting (June 2024)
22 slides from Luxfer's shareholder meeting presentation, Jun 6, 2024
Slide 1: 2024 Annual General Meeting of Shareholders
2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS THURSDAY, JUNE 6, 2024 8:30 AM BST MANCHESTER, ENGLAND
Slide 2: Board of Directors
Andy Butcher Patrick Mullen CEO and Executive Board Chair Board of Director Directors Richard Hipple Clive Snowdon Sylvia A. Stein Lisa Trimberger Non-Executive Non-Executive Non-Executive Non-Executive Director Director Director Director
Slide 3: Executive Leadership Team
Executive Andy Butcher Steve Webster Megan Glise Leadership CEO CFO General Counsel & Company Secretary Team Peter Gibbons Mark Lawday Howard Mead Jeff Moorefield Graham Wardlow Vice President & Vice President & Vice President & Vice President & Managing Director General Manager General Manager Gene
Slide 4: Notice of 2024 Annual General Meeting
Notice of 2024 Annual General Meeting 11. To ratify the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company (the “Independent Ordinary Resolutions: Auditor”) until conclusion of the 2025 Annual General Meeting. 1. To re-elect Andy Butcher as a Director of the Compa
Slide 5: Voting Procedures
• Enter your full name or the name of the shareholder you are representing on your poll card • Complete a different poll card for each shareholder • Record your vote by checking the appropriate circle next to each resolution • If you intend to split your vote, indicate the number of votes you wish t
Slide 6: Voting Summary
$3 LUXFER VOTING SUMMARY >
Slide 7: Resolution 1
Number of % of Total Votes Votes For 22,985,353 99.70 Against 69,998 0.3 Resolution 1 Abstain 546 5.43 To re-elect Andy Butcher as a Director of the Company. Non-Votes 1,487,758 The Board of Directors recommends a vote “FOR” the election of each Director nominee. Total Votes 24,543,655 Cast
Slide 8: Resolution 2
Number of % of Total Votes Votes For 22,965,381 99.61 Against 88,728 0.38 Resolution 2 Abstain 1,788 0.01 To re-elect Patrick Mullen as a Director of the Company. Non-Votes 1,487,758 The Board of Directors recommends a vote “FOR” the election of each Director nominee. Total Votes 24,543,655 Cast
Slide 9: Resolution 3
Number of % of Total Votes Votes For 22,969,971 99.62 Against 84,544 0.37 Resolution 3 Abstain 1,382 0.01 To re-elect Richard Hipple as a Director of the Company. Non-Votes 1,487,758 The Board of Directors recommends a vote “FOR” the election of each Director nominee. Total Votes 24,543,655 Cast
Slide 10: Resolution 4
Number of % of Total Votes Votes For 22,296,316 96.70 Against 757,896 3.29 Resolution 4 Abstain 1,685 0.01 To re-elect Clive Snowdon as a Director of the Company. Non-Votes 1,487,758 The Board of Directors recommends a vote “FOR” the election of each Director nominee. Total Votes 24,543,655 Cast
Slide 11: Resolution 5
Number of % of Total Votes Votes For 22,980,738 99.68 Against 74,673 0.32 Resolution 5 Abstain 486 0 To re-elect Sylvia A. Stein as a Director of the Company. Non-Votes 1,487,758 The Board of Directors recommends a vote “FOR” the election of each Director nominee. Total Votes 24,543,655 Cast
Slide 12: Resolution 6
Number of % of Total Votes Votes For 22,421,311 97.25 Against 633,471 2.75 Resolution 6 Abstain 1,115 0 To re-elect Lisa Trimberger as a Director of the Company. Non-Votes 1,487,758 The Board of Directors recommends a vote “FOR” the election of each Director nominee. Total Votes 24,543,655 Cast
Slide 13: Resolution 7
Number of % of Total Votes Votes For 22,912,319 99.38 Against 140,567 0.61 Resolution 7 Abstain 3,011 0.01 To approve the Directors’ Remuneration Policy. Non-Votes 1,487,758 The Board of Directors and the Remuneration Committee recommend a vote “FOR” the approval of the Directors’ Remuneration Polic
Slide 14: Resolution 8
Number of % of Total Votes Votes For 22,881,753 99.24 Against 170,038 0.74 Resolution 8 Abstain 4,106 0.02 To approve, by non-binding advisory vote, the Directors’ Remuneration Report for the year ended December 31, 2023. Non-Votes 1,487,758 The Board of Directors and the Remuneration Committee reco
Slide 15: Resolution 9
Number of % of Total Votes Votes For 22,876,689 99.22 Against 174,782 0.76 Resolution 9 Abstain 4,426 0.02 To approve, by non-binding advisory vote, the compensation of the Company’s Named Executive Officers for the year ended Non-Votes 1,487,758 December 31, 2023. The Board of Directors and the Rem
Slide 16: Resolution 10
Number of % of Total Votes Votes 1 Year 22,485,153 97.52 2 Years 2,429 0.01 Resolution 10 3 Years 564,232 2.45 To approve, by non-binding advisory Abstain 4,083 0.02 vote, the frequency of “Say-on-Pay” votes. Non-Votes 1,487,758 The Board of Directors and the Remuneration Committee recommend a vote
Slide 17: Resolution 11
Number of % of Total Votes Votes For 24,097,258 98.18 Resolution 11 Against 445,146 1.81 To ratify the re-appointment of PricewaterhouseCoopers LLP as the Abstain 1,251 0.01 independent auditor of the Company (the “Independent Auditor”) until conclusion of the 2025 Annual General Meeting. Non-Votes
Slide 18: Resolution 12
Number of % of Total Votes Votes For 24,096,735 98.18 Against 444,533 1.81 Resolution 12 Abstain 2,387 0.01 To authorize the Audit Committee of the Board of Directors to set the Independent Auditor’s remuneration. Non-Votes 0 The Board of Directors and the Audit Committee recommend a vote “FOR” the
Slide 19: Resolution 13
Number of % of Total Votes Votes For 22,005,945 95.45 Against 1,045,321 4.53 Resolution 13 Abstain 4,631 0.02 To approve the Second Amended and Restated Luxfer Holdings PLC Non- Executive Directors Equity Incentive Plan. Non-Votes 1,487,758 The Board of Directors and the Remuneration Committee recom
Slide 20: Resolution 14
Number of % of Total Votes Votes For 24,443,764 99.59 Resolution 14 Against 91,124 0.37 To authorize the Board of Directors to issue shares in the Company and to grant rights to subscribe for Abstain 8,767 0.04 or to convert any security into shares in the Company, pursuant to section 551 of the U.K
Slide 21: Special Resolution 15
Number of % of Total Votes Votes For 24,404,129 99.43 Special Resolution 15 Against 132,256 0.54 Subject to Resolution 14 being duly passed as an ordinary resolution, to authorize the Board of Directors to issue equity securities for cash and/or sell ordinary Abstain 7,270 0.03 shares held by the Co
Slide 22: Thank You For Being A Luxfer Shareholder
THANK YOU FOR BEING A LUXFER SHAREHOLDER We appreciate your participation in our 2024 Annual General Meeting