Wolters Kluwer, a global provider of professional information, software solutions, and services, hereby releases the results of today’s Annual General Meeting (AGM).
2019 Financial Statements and Dividend
Shareholders voted to adopt the Financial Statements for 2019 as included in the 2019 Annual Report and approved a total dividend of €1.18 per ordinary share, resulting in a final dividend of €0.79 per ordinary share.
Supervisory Board Composition
Ms. Jeanette Horan was re-appointed as member of the Supervisory Board. Mr. Jack de Kreij and Ms. Sophie Vandebroek were appointed as new members of the Supervisory Board. Mr. De Kreij will succeed Mr. Hooft Graafland, as Chairman of the Audit Committee, who will retire after the expiration of his second term in 2020. Ms. Vandebroek succeeds Ms. Russo who stepped down from the Supervisory Board at the end of 2019. Ms. Vandebroek also joins the Audit Committee. Ms. Ann Ziegler succeeds Mr. Hooft Graafland as Vice-Chairman of the of the Supervisory Board.
The composition of the Supervisory Board is therefore now in line with the preferred profile as it relates to expertise, nationality, and age. Four nationalities are represented on the Supervisory Board, with different talents and relevant areas of expertise. Three out of the seven Supervisory Board members are female, which means a female representation of 43%, which is in line with Dutch governance standards.
Remuneration
The remuneration policy of the Executive Board received a majority of votes in favor but not the three-fourths majority required in The Netherlands; therefore, the resolution has not been passed and the existing remuneration policy will continue to apply. The Remuneration Report was approved by shareholders in an advisory vote. The Supervisory Board remuneration policy and the proposal to amend the Supervisory Board remuneration were adopted.
Frans Cremers, Chairman of the Supervisory Board, commented: “We are very grateful to the many shareholders who supported the proposed remuneration policy which included several shareholder-friendly improvements. We also wish to thank all the shareholders who engaged with us for their time and their constructive feedback. We will continue to proactively consult with our shareholders to ensure views on both sides are better understood and we will endeavor to propose further changes where appropriate.”
Other AGM Resolutions
All other AGM resolutions were adopted, including to the resolution to release the members of the Executive Board and the Supervisory Board from liability for the exercise of their respective duties; to extend the authority of the Executive Board; to authorize the Executive Board to acquire shares in the company; and to cancel shares.
Shareholders represented
Wolters Kluwer shareholders were represented by proxy voting or by voting instruction, representing a total of 74.03% of the total issued share capital entitled to vote. The voting results by agenda item will be available on our website at wolterskluwer.com/agm shortly.
