THE DIVERSE INCOME TRUST PLC (the
“Company”)
Result of Annual General Meeting
The Company is pleased to announce that at the Annual General
Meeting held on 14 October 2020 all
resolutions were passed by a poll, including the following
resolutions:
Resolution 12 (ordinary resolution): To authorise the Directors
to allot shares pursuant to Section 551 of the Companies Act
2006.
Resolution 13 (special resolution): To authorise the Directors
to allot ordinary shares for cash pursuant to Sections 570 and 573
of the Companies Act 2006 otherwise than in accordance with
statutory pre-emption rights.
Resolution 14 (special resolution): To authorise the Directors
to make market purchases of the Company’s own shares.
Resolution 15 (special resolution): To hold general meetings
(other than annual general meetings) on 14 clear days’ notice.
The proxy votes received in relation to all resolutions were as
follows:
Resolutions |
Votes For |
Votes Against |
Votes at Chairman’s
Discretion |
Votes Withheld |
Resolution 1 -
Approval of Annual Report |
136,384,593 |
26,866 |
12,199 |
4,177 |
Resolution 2 – Approval of
Remuneration Report |
136,205,211 |
154,764 |
12,199 |
55,661 |
Resolution 3 – Approval of
Remuneration Policy |
136,168,240 |
181,012 |
12,199 |
54,384 |
Resolution 4 – Re-election Mr
Bell |
135,928,140 |
471,319 |
12,199 |
4,177 |
Resolution 5 – Re-election Mr
Craig |
111,386,418 |
25,013,041 |
12,199 |
4,177 |
Resolution 6 – Re-election Ms
Kemsley-Pein |
136,281,974 |
117,485 |
12,199 |
4,177 |
Resolution 7 – Election Ms
McGrade |
111,378,666 |
25,013,041 |
12,199 |
11,929 |
Resolution 8 – Re-election Mr
Thomson |
134,614,188 |
1,785,271 |
12,199 |
4,177 |
Resolution 9 – Appointment of BDO as
Auditor |
136,256,563 |
120,497 |
12,199 |
26,576 |
Resolution 10 – Auditor
Remuneration |
136,281,974 |
117,485 |
12,199 |
4,177 |
Resolution 11 – Dividend of 1.05p
per share |
136,368,365 |
4,846 |
38,447 |
4,177 |
Resolution 12 – Authority to allot
shares |
136,260,399 |
112,812 |
38,447 |
4,177 |
Resolution 13 – Disapplication of
pre-emption rights |
136,207,611 |
180,979 |
12,199 |
15,046 |
Resolution 14 – Authority to make
market purchases |
111,440,025 |
24,959,434 |
12,199 |
4,177 |
Resolution 15 – 14 days’ notice
period for GM |
134,642,133 |
1,732,326 |
12,199 |
29,177 |
In relation to Resolution 14, the Board notes that votes
representing 18.30% of total votes cast were received against the
market standard share buyback resolution, following the
recommendation of Pensions and Investment Research Consultants
Limited ("PIRC"), a proxy adviser. The UK Corporate Governance Code
notes that where a significant proportion of votes have been cast
against a resolution at a general meeting, a company should explain
what actions it has taken to understand the reasons behind the
vote. The Company, via its corporate broker, is consulting
with the largest shareholder who voted against this resolution.
Certain shareholders have indicated that they remain in favour of
the Company's approach to buybacks, in spite of PIRC's
recommendation to vote against this resolution.
In relation to Resolution 5, the Board notes that votes
representing 18.34% of total votes cast were received against Mr
Craig’s re-election as a Director of the Company, following the
recommendation of PIRC. PIRC does not consider Mr Craig to be
independent as he has served on the Board longer than 9 years and
is connected with Old Mutual Global Investors Limited, a
substantial shareholder of the Company. As set out on page 36 of
the Company’s Annual Report, the Board does not consider that a
Director’s tenure necessarily reduces his or her ability to act
independently and that phased refreshment of the Board is ongoing.
Furthermore, the Board has in place agreed procedures which do not
permit any Director with a potential conflict of interest to vote
on issues relating to that potential conflict. Having considered
these points and taking into Mr Craig’s conduct in Board meetings,
the Board considers him to be independent.
The Company will seek to engage with the relevant shareholders
who voted against the resolution, in order to understand the
reasons for their votes and address their concerns.
In relation to Resolution 7, the Board notes that votes
representing 18.34% of total votes cast were received against Ms
McGrade’s election as a Director of the Company, following the
recommendation of PIRC. PIRC does not consider Ms McGrade to be
independent as she is a non-executive director of M&G
Securities Ltd, a significant shareholder in the Company. The Board
of The Diverse Income Trust Plc has in place agreed procedures
which do not permit any Director with a potential conflict of
interest to vote on issues relating to that potential conflict and
therefore the Board considers Ms McGrade to be independent.
The Company will seek to engage with the relevant shareholders
who voted against the resolution, in order to understand the
reasons for their votes and address their concerns.
A copy of the full text of Resolutions 12 to 15 will be
submitted to the National Storage Mechanism and will shortly be
available for inspection at
https://www.fca.org.uk/markets/primary-markets/regulatory-disclosures/national-storage-mechanism
A presentation by Gervais
Williams of Premier Portfolio Managers Limited is available
on the Company's website at www.mitongroup.com/dit.
LEI: 2138005QFXYHJM551U45