01—Abstract
Summary
Summary of the 8-K filed May 1, 2024. Cited figures are marked; the original filing is the authoritative source.
Flutter Entertainment plc held its 2024 Annual General Meeting on May 1, 2024, where shareholders approved new Articles of Association in connection with the proposed transfer of the Company's listing category on the Official List of the UK Financial Conduct Authority and the Main Market of the London Stock Exchange from a Premium Listing to a Standard Listing.
The New Articles reflect corporate governance practices for U.S.-listed companies and remove provisions relevant only to Premium Listing companies and to the Euronext Dublin listing, from which the Company's shares were delisted in January 2024. The Proposed Transfer is expected to take effect on May 31, 2024, and the New Articles will become effective on that date. All 11 resolutions were passed on a poll.
Resolution 10, the approval of the Proposed Transfer, received 98.24%a of votes cast in favor, and Resolution 11, the adoption of the New Articles, received 98.24% in favor. Eight directors were re-elected, and John Bryant was elected as a director, with support ranging from 94.60% to 99.99%. Resolution 5, the authority to convene extraordinary general meetings on 14 clear days' notice, was approved with 96.66% of votes, but it will not take effect because it was conditional on Resolution 11 not being approved.
The Company stated that 117,051,353 ordinary shares were voted, a 65.93%b turnout of the 177,546,237 shares in issue. Board changes were also announced.
Richard Flint and David Lazzarato (Dave) did not seek re-election and stepped down from the Board at the conclusion of the AGM. Committee memberships were reassigned, including Nancy Cruickshank becoming Chair of the Risk and Sustainability Committee and Nancy Dubuc joining that committee while leaving the Audit Committee and the Nominating and Corporate Governance Committee.
02—Key points
Key Highlights
- Shareholders approved new Articles of Association (Resolution 11) with 98.24% of votes cast in favor, effective upon the Proposed Transfer expected on May 31, 2024.
- Shareholders approved the transfer of the Company's listing from a Premium Listing to a Standard Listing on the FCA Official List and LSE Main Market (Resolution 10) with 98.24% in favor; the Company stated the transfer is intended to relocate its primary listing to the New York Stock Exchange.
- John Bryant was elected as a director with 94.60% of votes for, and eight directors were re-elected with support ranging from 95.89% to 99.99%.
- Richard Flint and David Lazzarato (Dave) stepped down from the Board at the conclusion of the AGM, and committee memberships were reassigned.
- Resolution 5 (authority to convene extraordinary general meetings on 14 clear days' notice) passed with 96.66% in favor but will not become effective because it was conditional on Resolution 11 not being approved.
- Shareholders approved authority to allot shares (97.41%), dis-application of pre-emption rights (99.97% and 99.81%), share buybacks (99.80%), and reissuance of treasury shares (99.99%).
- Turnout was 65.93%, with 117,051,353 ordinary shares voted out of 177,546,237 in issue, and the Company held no treasury shares.
03—Questions
Frequently Asked Questions
Why did shareholders approve new Articles of Association?
The New Articles contain amendments proposed in connection with the transfer of the Company's listing category from a Premium Listing to a Standard Listing. They reflect corporate governance practices for U.S.-listed companies and remove provisions relevant only to Premium Listing companies and to the Euronext Dublin listing, from which the shares were delisted in January 2024.
When will the listing transfer and new Articles take effect?
The Company currently expects the Proposed Transfer to take effect on May 31, 2024, and the New Articles will become effective on the same date. The Company's announcement states that this is more than 20 business days after the special resolution was passed, in compliance with the FCA Listing Rules.
Did any directors leave the Board?
Yes. Richard Flint and David Lazzarato (Dave) did not seek re-election at the AGM and stepped down from the Board with effect from the conclusion of the meeting. Nancy Dubuc also stepped down from the Audit Committee effective from the morning AGM.
Did any resolutions fail or have limited effect?
All resolutions were passed on a poll. However, the authority to convene extraordinary general meetings on 14 clear days' notice (Resolution 5) will not take effect, because its effectiveness was conditional on Resolution 11 not being approved, and Resolution 11 was approved.
04—Continue