PUBLICATION OF NOTICE CONVENING A GENERAL MEETING
Publication of Notice convening a General MeetinG
13 November 2019 - Spectris plc ('Spectris' or the 'Company') (LSE: SXS), the productivity-enhancing instrumentation and controls company, announces that it has today published a Notice convening a General Meeting seeking shareholder approval of certain changes to the Remuneration Policy and associated incentive arrangements for the Executive Directors and other senior management of the Company (the 'Notice').
Following the communication of the Company's Strategy for Profitable Growth at the Capital Markets Day in June 2019, the Remuneration Committee has reviewed the Group's Remuneration Policy and associated incentive arrangements to ensure their alignment with the new strategy. Although the Company is not required to put its Remuneration Policy to shareholders until the 2020 Annual General Meeting, it is proposed that the Company's reward structure be aligned with the implementation of the strategy from the beginning of 2020.
The Company has discussed the Remuneration Policy with a large number of shareholders and their main representative bodies and we have made a number of adjustments to the proposed Policy based on their valuable feedback (details of these adjustments and rationale are set out in the Notice). We appreciate the time and input that shareholders have given to the engagement process.
The Notice contains further details on the background to, and the reasons for, the proposals. The Circular also contains a notice convening a General Meeting of the Company to be held at Great Fosters, Stroude Road, Egham, Surrey TW20 9UR on Wednesday 4 December 2019 at 3.30pm. A summary of the resolutions to be proposed at the General Meeting is set out below.
Resolution 1 - Approval of the 2020 Directors' Remuneration Policy (ordinary resolution)
Resolution 1 seeks approval of the Company's future Directors' Remuneration Policy which, if approved, will take effect from 1 January 2020.
Resolution 2 - Approval of the Spectris Deferred Bonus Plan (ordinary resolution)
Resolution 2 seeks approval of the Spectris Deferred Bonus Plan (the 'DBP'). Under the proposed Remuneration Policy, 50% of any annual bonus earned by Executive Directors will be awarded as shares deferred for three years from the date of award. The DBP will be used to make awards of deferred shares to the Executive Directors under the deferred element of their annual bonus.
Resolution 3 - Approval of the Spectris Long Term Incentive Plan (ordinary resolution)
Resolution 3 seeks approval of the Spectris Long Term Incentive Plan. This plan replaces the existing Spectris Performance Share Plan ('PSP') and shares many of the features of the PSP but has been updated to reflect current legislation, best practice and corporate governance requirements.
Resolution 4 - Approval of the Spectris Reward Plan (ordinary resolution)
Resolution 4 seeks approval of the Spectris Reward Plan (the 'SRP'). The SRP will not be used to make awards to the Executive Directors but it is intended that awards be settled by new issue or treasury shares and therefore the use of the SRP requires shareholder approval.
Spectris shareholders will shortly receive a copy of the Notice. Spectris shareholders who have elected to receive electronic communications from the Company will shortly receive a notification of availability of the Notice on the Company's website https://www.spectris.com/investors/shareholder-information/agm-notice-and-results/agm-2019
In addition, the Notice and copies of the share plan rules will be available for inspection during normal business hours on any business day at the offices of Slaughter and May, One Bunhill Row, London
EC1Y 8YY. A copy of the Notice and the accompanying Form of Proxy have also been submitted to the National Storage Mechanism and will shortly be available for inspection at www.Morningstar.co.uk/uk/NSM
For and on behalf of Spectris plc
LEI Number: 213800Z4CO2CZO3M3T10
Siobhán Andrews, Head of Corporate Affairs +44 1784 485325
Richard Mountain / Susanne Yule +44 203 727 1374
Spectris plc is a leading supplier of productivity-enhancing instrumentation and controls. The Company's products, technologies and services help customers to improve product quality and performance, improve core manufacturing processes, reduce downtime and wastage and reduce time to market. Its global customer base spans a diverse range of end-user markets. Headquartered in Egham, Surrey, United Kingdom, the Company employs approximately 9,500 people located in more than 30 countries.
For more information, visit www.spectris.com.
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