Full Press Release Details
Result of Annual General Meeting ('AGM')
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
| RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED 1 | VOTES WITHHELD 2 |
| 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 |
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.
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
Computershare Investor Services PLC acted as scrutineer of the poll
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
Contact: Kathryn Hudson
Tel: +44 (0)1753 423940 / cosec@indivior.com
Vice President, Investor Relations
Tel: +1-804-402-7123 / jason.thompson@indivior.com
Indivior PLC's Legal Entity Identifier code is
213800V3NCQTY7IED471.