29 Apr 2016 08:39
29 April 2016
SDL PLC
("SDL" or the "Company")
Result of Annual General Meeting
At the Company's Annual General Meeting held on 28 April 2016 all resolutions were duly passed without amendment by the required majority on a show of hands.
Copies of the special business resolutions passed at the meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do.
Pamela Pickering
Company Secretary
The Board notes that Resolution 3 to approve the remuneration report has received 26.7% of votes cast against it (17,239,431 votes). In addition, the holders of 857,374 shares withheld their votes. The key issue brought to the Board's attention was the use of discretion exercised when determining the bonus paid to the CFO in 2015.
The Chairman of the Remuneration Committee together with the Chairman of the Board and the Senior Independent Director undertook an extensive engagement programme with shareholders ahead of the Annual General Meeting. They also contacted the holders of around half our shares when the Annual Report was published to discuss the process the Remuneration Committee went through in reaching its decisions. The Remuneration Committee Chairman also spoke to the Investment Association and Institutional Shareholder Services, organisations which analyse Company annual reports and make voting recommendations and seek views from their members.
While a large majority of of shareholders were supportive of the Remuneration Committee's use of discretion, the Committee is conscious of the minority who voted against the report. The Remuneration Committee and the Board unanimously believe that in these particular circumstances the Remuneration Committee made the right decision by seeking to align the CFO's reward with the exceptional contribution he has made at a time of significant change and uncertainty at the Company. It did not take this decision lightly and considered the position over a number of meetings. The use of discretion in 2015 is not intended to create a precedent for future years, but was used to address a particular anomaly arising as a result of changes to the directorate.
The Remuneration Committee has undertaken a thorough review of remuneration arrangements during 2015, and put a revised Remuneration Policy to shareholder vote at the AGM which received 99.94% support. This followed extensive consultation during Q4 2015 with a broad range of shareholders to solicit their views on how best to align executive reward with shareholder interests.
We thank the shareholders, the Investment Association and Institutional Shareholder Services who have engaged with us to debate the issues which the Remuneration Committee has faced. The Remuneration Committee is committed to open and constructive dialogue with shareholders and shareholder bodies and will continue to seek their views and input on any material changes to the way we operate our policy.