Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
May 09 2024 - 11:49AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
________________________
Washington, D.C. 20549
_____________________
FORM 6-K
_____________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
Date: May 9, 2024
Commission File Number: 001-37835
________________________________________
Indivior PLC
________________________________________
10710 Midlothian Turnpike, Suite 125
North Chesterfield, Virginia 23235
(Address of principal executive office)
_______________________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ☐
EXHIBIT INDEX
Exhibit No.
|
Description
of Exhibit
|
99.1
|
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
Indivior PLC
|
Date: May 09,
2024
|
/s/
Kathryn Hudson
|
|
Name:
Kathryn Hudson
|
|
Title:
Company Secretary
|
Exhibit
99.1
Indivior PLC (the
'Company')
Result of Annual General Meeting ('AGM')
May 9, 2024
The Company announces the voting results of its AGM, held earlier
today at the Marlborough Theatre, No. 11 Cavendish Square,
London, W1G 0AN. All resolutions were duly passed by
shareholders by way of a poll.
Details of each resolution are set out in the Notice of Meeting
circulated to shareholders on March 28, 2024. The voting
results, incorporating proxy votes lodged in advance of the AGM,
are set out below and will be made available on the Company's
website at http://www.indivior.com/en/investors/shareholder-information.
RESOLUTION
|
VOTES FOR
|
%
|
VOTES AGAINST
|
%
|
VOTES TOTAL
|
% of ISC VOTED1
|
VOTES WITHHELD2
|
1.
To receive the Annual Report and Accounts
|
83,288,966
|
99.80%
|
165,691
|
0.20%
|
83,454,657
|
61.65%
|
1,845,894
|
2.
To approve the Directors' Remuneration Report
|
81,895,483
|
96.05%
|
3,368,205
|
3.95%
|
85,263,688
|
62.99%
|
36,863
|
3.
To approve the Directors' Remuneration Policy
|
82,968,417
|
97.29%
|
2,312,684
|
2.71%
|
85,281,101
|
63.00%
|
19,450
|
4.
To elect Dr Keith Humphreys
|
84,958,128
|
99.62%
|
322,029
|
0.38%
|
85,280,157
|
63.00%
|
20,394
|
5.
To re-elect Peter Bains
|
84,228,621
|
98.76%
|
1,053,518
|
1.24%
|
85,282,139
|
63.00%
|
18,412
|
6.
To re-elect Mark Crossley
|
85,076,791
|
99.76%
|
205,149
|
0.24%
|
85,281,940
|
63.00%
|
18,611
|
7.
To re-elect Graham Hetherington
|
75,151,144
|
88.67%
|
9,599,909
|
11.33%
|
84,751,053
|
62.61%
|
549,498
|
8.
To re-elect Jerome Lande
|
82,033,939
|
96.30%
|
3,154,894
|
3.70%
|
85,188,833
|
62.93%
|
111,718
|
9.
To re-elect Joanna Le Couilliard
|
65,343,609
|
76.62%
|
19,937,950
|
23.38%
|
85,281,559
|
63.00%
|
18,992
|
10.
To re-elect Ryan Preblick
|
84,824,554
|
99.46%
|
457,206
|
0.54%
|
85,281,760
|
63.00%
|
18,791
|
11.
To re-elect Barbara Ryan
|
64,906,362
|
76.11%
|
20,375,092
|
23.89%
|
85,281,454
|
63.00%
|
19,097
|
12.
To re-elect Mark Stejbach
|
82,216,429
|
97.95%
|
1,723,211
|
2.05%
|
83,939,640
|
62.01%
|
1,360,911
|
13.
To re-elect Juliet Thompson
|
65,016,619
|
76.24%
|
20,265,504
|
23.76%
|
85,282,123
|
63.00%
|
18,428
|
14.
To re-appoint PricewaterhouseCoopers LLP as Auditor
|
84,669,878
|
98.37%
|
1,400,547
|
1.63%
|
86,070,425
|
63.59%
|
11,812
|
15.
To authorize the Audit & Risk Committee to determine the
remuneration of the Auditor
|
85,284,447
|
99.98%
|
12,874
|
0.02%
|
85,297,321
|
63.01%
|
3,230
|
16.
To authorize the Company and any of its UK subsidiaries to make
political donations and incur political expenditure
|
84,307,459
|
99.58%
|
353,753
|
0.42%
|
84,661,212
|
62.54%
|
639,339
|
17.
To approve the Indivior 2024 Long-Term Incentive Plan
|
84,996,255
|
99.66%
|
285,815
|
0.34%
|
85,282,070
|
63.00%
|
18,481
|
18.
To approve the Indivior 2024 Savings-Related Share Option
Plan
|
84,873,875
|
99.70%
|
254,634
|
0.30%
|
85,128,509
|
62.89%
|
172,042
|
19.
To authorize the Directors to allot shares
|
84,482,869
|
99.06%
|
799,620
|
0.94%
|
85,282,489
|
63.00%
|
18,062
|
20.
To authorize the Directors to disapply pre-emption rights up to 10%
of the issued capital (Special Resolution)
|
83,238,027
|
97.62%
|
2,026,671
|
2.38%
|
85,264,698
|
62.99%
|
35,853
|
21.
To authorize the Directors to disapply pre-emption rights up to an
additional 10% for transactions which the Board determines to be an
acquisition or other capital investment (Special
Resolution)
|
82,512,208
|
96.76%
|
2,765,983
|
3.24%
|
85,278,191
|
63.00%
|
22,360
|
22.
To authorize market purchases of the Company's ordinary shares
(Special Resolution)
|
83,848,743
|
98.39%
|
1,370,751
|
1.61%
|
85,219,494
|
62.96%
|
81,057
|
23.
To call a general meeting other than an annual general meeting on
not less than 14 clear days' notice (Special
Resolution)
|
70,629,156
|
82.82%
|
14,655,004
|
17.18%
|
85,284,160
|
63.01%
|
16,391
|
Notes:
1.
As at the close of business on May 7, 2024, the total number
of ordinary shares of US$0.50 eligible to be voted at the AGM was
135,360,558. Therefore, the total voting rights in the
Company as at that time was 135,360,558.
2.
A vote withheld is not a vote in law and is not counted in the
calculation of the votes for or against a resolution.
A copy of the special business resolutions will be submitted to the
National Storage Mechanism and will be available to
view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism in
due course.
Computershare Investor Services PLC acted as scrutineer of the poll
on all resolutions.
While all resolutions were passed at today's AGM with a clear
majority, the Board notes that resolutions 9, 11 and 13 received a
significant number of votes against. The Board understands this is
primarily because Ms. Le Couilliard, Ms. Ryan and Ms. Thompson do
not hold shares in the Company.
Our shareholders' views are important to us and we intend to engage
with those shareholders who voted against these
resolutions.
Contact: Kathryn Hudson
Company
Secretary
Tel: +44 (0)1753 423940 / cosec@indivior.com
Jason Thompson
Vice President, Investor Relations
Tel: +1-804-402-7123 / jason.thompson@indivior.com
Indivior PLC's Legal Entity Identifier code is
213800V3NCQTY7IED471.
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