Luxfer (LXFR) Environmental, Social & Governance (ESG) Data

The Company held its 2022 AGM on Wednesday, June 8, 2022 in Manchester, England. There were 28,238,101 ordinary shares issued and outstanding at the close of business on April 14, 2022, the voting record date, which were entitled to receive notice of, and vote at, the AGM. Holders of 26,003,888 ordinary shares (92.09%) were represented in person or by proxy at the AGM, constituting a quorum.


At the AGM, the Company’s shareholders voted on fourteen resolutions, each of which is described in detail in the Proxy Statement. The number of votes cast for or against, and the number of abstentions and any non-votes, with respect to each resolution are set forth below. The results detailed below represent final voting results.


Resolutions 1-5: Election of Directors


The nominees listed below were elected to serve as Directors of the Company for a one-year term, expiring on the completion of the 2023 Annual General Meeting of Shareholders.





Resolution 6: Approval, by non-binding advisory vote, of the Directors’ Remuneration Report for the year ended December 31, 2021


The Company’s shareholders approved, on a non-binding advisory basis, the Directors' Remuneration Report for the year ended December 31, 2021.





Resolution 7: Approval, by non-binding advisory vote, of the compensation of the Company’s Named Executive Officers


The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers as detailed in the Proxy Statement.











Resolution 8: Frequency of “Say-On-Pay” votes


On a non-binding advisory basis, the Company’s shareholders voted to hold a “Say-On-Pay” vote on the compensation of the Company’s Named Executive Officers every 1 year, consistent with the recommendation of the Board.





In light of the results of this vote and other factors, on June 8, 2022, the Board resolved that it would hold an advisory vote on the compensation of its Named Executive Officers every 1 year until the Board holds the next shareholder advisory vote on the frequency of “Say-On-Pay” votes, which shall be no later than the Company’s 2023 Annual General Meeting of Shareholders.


Resolution 9: Ratification of the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until conclusion of the 2023 Annual General Meeting


The Company’s shareholders ratified the re-appointment of PricewaterhouseCoopers LLP as the independent auditor of the Company until the conclusion of the 2023 Annual General Meeting.





Resolution 10: Authorization of the Audit Committee to set the independent auditor’s remuneration


The Company’s shareholders authorized the Audit Committee to set the remuneration of PricewaterhouseCoopers LLP as the Company’s independent auditor.





Resolution 11: Approval of the Company’s Long-Term Umbrella Incentive Plan, as amended and restated on June 8, 2022


The Luxfer Holdings PLC Long-Term Umbrella Incentive Plan, as amended and restated on June 8, 2022, was approved by the Company’s shareholders.









Resolution 12: Approval of the Company’s Non-Executive Directors Equity Incentive Plan, as amended and restated on June 8, 2022


The Luxfer Holdings PLC Non-Executive Directors Equity Incentive Plan, as amended and restated on June 8, 2022, was approved by the Company’s shareholders.





Resolution 13: Approval of the cancellation and extinguishment of all issued Deferred Shares and the repayment of an aggregate sum of £76,180.60 to holders of Deferred Shares (pro rata their holdings)


Subject to (i) the consent of the holders (the “Deferred Shareholders”) of the deferred shares of £0.0001 each in the capital of the Company (the “Deferred Shares”) being duly obtained in accordance with Article 7 of the Company’s Articles of Association and (ii) the confirmation of the court, the reduction of issued share capital of the Company by cancelling and extinguishing all issued Deferred Shares and the repayment of an aggregate sum of £76,180.60 to Deferred Shareholders (pro rata to their holdings of Deferred Shares), with the remaining amount being credited to the Company’s reserves, was approved by the Company’s shareholders.





Resolution 14: Approval of amendment to the Company’s Articles of Association


Subject to Resolution 13 being duly passed as a special resolution and the capital reduction described therein taking effect, 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 was approved by the Company’s shareholders.





Section 8 – Other Events