William Hill PLC 2020 AGM - Supplemental Letter from the Chairman of the Board and revised arrangements
THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
The Company announced and distributed to shareholders on 20 March 2020 notice of its 2020 Annual General Meeting (the ‘AGM’). The Company is today distributing a Supplemental Chairman's Letter to shareholders (the ‘Letter’).
The Letter gives formal notice that the Notice of AGM is amended such that:-
- Resolution 8 (the resolution to re-elect Ruth Prior as a director of the Company) no longer forms part of that Notice or the business of the AGM and will now not be put to a shareholder vote at the AGM; and
- A new resolution (Resolution 6a) to elect Matt Ashley as a director now forms part of the Notice and business of the AGM and will now be put to a shareholder vote at the AGM. That resolution will be ordinary business.
The Letter also provides further information in relation to the arrangements for the AGM and the decisions the Remuneration Committee has taken in relation to executive remuneration in light of the Covid-19 situation. In line with the Government's compulsory measures relating to social distancing, the Company will not be able to give shareholders access to attend the AGM in person and so shareholders should instead vote by way of proxy.
The withdrawal of Resolution 8 from the Notice of AGM does not affect any proxy votes which have been validly submitted already, which will remain valid and will be counted in respect of those resolutions which now form part of the business of the AGM. Any votes received in respect of Resolution 8 (which no longer forms part of the business of the AGM) are not valid and will not be counted. Given the addition of Resolution 6A an additional Form of Proxy has been provided to shareholders.
Arrangements for the AGM - In light of COVID-19
On 26 March 2020, the Government's Stay at Home Measures were passed into law in England and Wales with immediate effect to deal with the COVID-19 pandemic. The measures prohibit public gatherings of more than two people, except where the gathering is 'essential for work purposes'. The FRC and ICSA published supplemental guidance on 27 March 2020 in response to the government’s measures, advising that attendance at a general meeting by a shareholder (other than one specifically required to form the quorum for that meeting), does not meet that criterion.
The Board has considered the impact of the measures and the ICSA guidance on the forthcoming AGM assuming that the Government’s Stay at Home Measures remain in place. Please note that, in order to comply with those measures, shareholders will not be permitted to attend the AGM in person and should instead vote by way of proxy. Shareholders are urged to register their proxy votes electronically or by return of both Forms of Proxy which has been sent to shareholders who have opted to receive copies by post. Please return your forms as soon as possible and in any event prior to 2.00pm on Wednesday 13 May 2020. If you hold your shares through a nominee service, please contact the nominee service provider regarding the process for appointing a proxy.
We expect only the Chairman of the Board and the General Counsel and Company Secretary to be in attendance in person at the AGM to ensure that the AGM is quorate and to conduct the business of the AGM. As already announced the AGM will only deal with the formal business required and no trading updates or other management statements will be provided.
The Board appreciates that beyond voting on the formal business of the meeting, the AGM also serves as a forum for shareholders to raise questions and comments to the Board. Should shareholders wish to ask the Board any questions prior to the AGM, we request that they do so by email to: CompanySecretarial@williamhill.co.uk.
Your Board considers that the resolutions contained in the Notice of AGM are in the best interests of
the Company and shareholders as a whole and recommends that shareholders vote in favour of them, as your directors intend to do in respect of their own beneficial shareholdings. The voting results of all resolutions put before the AGM will be announced as soon as possible following the AGM.
If you do not have a proxy form and believe that you should have one, or have any additional queries on voting, please contact Computershare Investor Services PLC, details which can be found at www.investorcentre.co.uk/contactus.
Decisions the Remuneration Committee has taken in relation to executive remuneration in light of the Covid-19 situation
The Chair of William Hill’s Remuneration Committee published an update on executive remuneration decisions undertaken in light of the Covid-19 situation. That update can be accessed at: https://www.williamhillplc.com/investors/board-and-governance/remuneration.
Submission to the National Storage Mechanism and publication on the Company’s website
The Letter will be submitted today to the National Storage Mechanism and posted on the Company's website.
OAM: Additional Regulated Information
William Hill LEI: 213800MDW41W5UZQIX82
William Hill PLC
About William Hill
William Hill PLC is one of the world's leading betting and gaming companies, employing c12,000 people. Its origins are in the UK where it was founded in 1934, and where it is listed on the London Stock Exchange. The majority of its £1.6bn annual revenues are still derived from the UK, where it has a national presence of licensed betting offices and one of the leading online betting and gaming services. William Hill's European Online business is headquartered in Gibraltar and Malta, and is licensed online in 10 countries following the acquisition of Mr Green & Co AB in January 2019. In 2012, it established William Hill US with a focus on retail and mobile operations in Nevada and became the largest sports betting business in the US. Following the ruling in May 2018 by the Supreme Court that the federal ban on state sponsored sports betting was unconstitutional, William Hill US has expanded and continues to expand as new states regulate sports betting. It is now operating in nine states: Delaware, Indiana, Iowa, Mississippi, Nevada, New Mexico, New Jersey, Rhode Island and West Virginia in addition to Washington DC. Eldorado Resorts, Inc. currently owns shares representing 20% of the share capital of William Hill US Holdco, Inc., the holding company of William Hill US.