FERGUSON PLC Item 3.03 Material Modification to Rights of Security Holders.
As described under Item 5.07 below, at the annual general meeting (the "Annual
General Meeting") of holders of ordinary shares of
• providing that following the date that the Company ceases to be a "foreign
private issuer" ("FPI") (as defined under the rules of the U.S. Securities
and Exchange Commission (the "SEC")), shareholders of the Company must comply
with specified advance notice provisions (set forth under Article 72 of the
New Articles) in order to propose any business for consideration at a general
meeting, including any nominees for election to the Company's Board of
Directors (the "Board");
• establishing that, to be timely in the case of annual general meetings,
shareholder notices pursuant to the Company's advance notice requirements
must be delivered not later than the close of business on the 120th day, nor
earlier than the close of business on the 150th day, prior to the first
anniversary of the date of the preceding year's annual general meeting,
subject to certain conditions;
• providing that following the date that the Company ceases to be an FPI, only
the Board or shareholders holding, at the date of the delivery of the
required notice, not less than one-tenth of the total voting rights of the
shareholders who have the right to vote at the general meeting (or such other
voting rights threshold as may be prescribed by the Companies (Jersey) Law
1991, as amended ("Jersey Companies Law"), from time to time hereafter) shall
have the right to requisition a general meeting other than an annual general
meeting;
• permitting the Company to utilize and rely on the notice-and-access method of
delivering meeting materials, soliciting proxies and receiving voting
instructions from shareholders adopted by the SEC , following the date that
the Company ceases to be an FPI;
• decreasing the written consent threshold for varying the rights attached to
any class of shares of the Company from three-quarters (in nominal value) to
two-thirds (in nominal value) of the issued and outstanding shares of the
applicable class of shares of the Company;
• increasing the quorum requirements for general meetings and requiring at
least a majority of the shares entitled to be voted at such meeting, instead
of three qualifying persons, to be present at a general meeting in person, or
represented by proxy;
• providing that the record date for a general meeting should be not less than
10 days (instead of 48 hours) nor more than 60 days before the date of the
meeting;
• changing the notice requirements for general meetings and requiring that
general meetings, including an annual general meeting, be called by the
Company by providing not less than 14 clear days' nor more than 60 days'
notice, instead of at least 21 clear days' notice for annual general meetings
and at least 14 clear days' notice for other general meetings;
• providing the Company with additional flexibility in relation to the
procedures for, and conduct of, general meetings of shareholders, including
the ability to hold general meetings by means of an electronic facility or
facilities and the flexibility to change the place or time of a general
meeting by means of a notice on the Company's website or an announcement to a
regulatory information service (instead of publication in at least two
national newspapers as required under the Prior Articles);
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• providing that (i) the federal district courts of
exclusive forum for the resolution of any cause of action arising against the
Company or any director, officer, employee or agent of the Company under the
Securities Act of 1933, as amended, and (ii) the Courts of Jersey be the
exclusive forum for any other action including, but not limited to, any . . .
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As indicated under Item 5.07 below, the Ferguson Non-Employee Director Incentive
Plan 2022 (the "Plan") was approved by the shareholders of the Company at the
Annual General Meeting and became effective on
Awards under the Plan will be granted in one or more of the following forms, at the discretion of the Board or a duly authorized committee of two or more directors designated by the Board (the "Committee"): (i) restricted stock units; (ii) awards in lieu of or in exchange for other awards under the Plan (of the Company or another company that combines with the Company), or for other Company obligations; (iii) dividend equivalents; (iv) other stock-based awards; or (v) any combination of such awards (collectively referred to as "Awards").
The Plan and the applicable Award agreement will provide for the vesting of Awards to be made subject to the satisfaction of the applicable service-based condition. Subject to applicable law and any insider trading rules adopted by the Company, all Awards will generally vest on the earlier to occur of: (i) the date of the Company's annual shareholder meeting in the year following the grant date of such Award; or (ii) one year from the grant date of such Award as determined by the Board or Committee. The Board or Committee may, in its sole discretion, grant an Award with a shorter or longer vesting period, and the Board or Committee retains the ability to accelerate the vesting of any Award for any reason in accordance with the Plan.
All Awards, amounts, or benefits received or outstanding under the Plan will be subject to clawback, cancellation, recoupment, rescission, payback, reduction, or other similar action in accordance with the Company's clawback policy set forth in the Company share plans in effect at the time such action occurs or any applicable law related to such actions.
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In the event of a Change in Control, unvested Awards will automatically vest solely as a result of the occurrence of the Change in Control (unless otherwise provided in an individual Award agreement, any applicable service agreement, change in control agreement, or other agreement between the Company or an affiliate and the Participant).
The Plan will terminate on
The foregoing description of the Plan is a summary and is qualified in its entirety by the full text of the Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth above under Item 3.03 is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual General Meeting on
Broker
For % Against % Withheld* Non-Vote
1. To receive the Company's 168,936,139 99.88 199,177 0.12 1,092,018 N/A
Annual Accounts and
Auditors' Report for the
fiscal year ended July 31,
2022.
2. To declare a final 170,148,290 100.00 470 0.00 78,574 N/A
dividend of $1.91 per
ordinary share for the
fiscal year ended July 31,
2022.
3. To re-elect the directors
listed below:
Kelly Baker 168,388,978 98.97 1,756,660 1.03 81,696 N/A
Bill Brundage 162,853,859 95.71 7,293,246 4.29 80,229 N/A
Geoff Drabble 150,806,564 89.58 17,537,154 10.42 1,883,616 N/A
Catherine Halligan 167,794,550 98.62 2,350,865 1.38 81,919 N/A
Brian May 168,515,797 99.04 1,629,248 0.96 82,289 N/A
Kevin Murphy 169,679,080 99.73 467,849 0.27 80,405 N/A
Alan Murray 166,396,964 97.80 3,749,047 2.20 81,323 N/A
Tom Schmitt 156,685,015 92.60 12,528,747 7.40 1,013,572 N/A
Nadia Shouraboura 169,695,418 99.74 450,271 0.26 81,645 N/A
Suzanne Wood 168,675,218 99.65 590,432 0.35 961,684 N/A
4. To reappoint Deloitte LLP 169,235,233 99.98 32,687 0.02 959,414 N/A
as the Company's statutory
auditor under Jersey law
until the conclusion of the
next Annual General Meeting
of the Company.
5. To authorize the Audit 170,128,514 99.99 18,963 0.01 79,857 N/A
Committee on behalf of the
Directors to agree the
remuneration of the
Company's statutory auditor
under Jersey law.
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6. To authorize the Company 168,928,853 99.25 1,272,013 0.75 26,468 N/A to incur political expenditure and to make political donations. 7. To authorize the 158,464,058 93.14 11,674,132 6.86 89,144 N/A Company's Directors to allot equity securities. 8. To approve the Ferguson 165,508,185 97.34 4,530,927 2.66 188,222 N/A Non-Employee Director Incentive Plan 2022. 9. To authorize the 169,690,575 99.91 154,837 0.09 381,922 N/A Company's Directors to allot equity securities without the application of pre-emption rights. 10. To authorize the 168,057,269 98.95 1,789,594 1.05 380,471 N/A Company's Directors to allot equity securities without the application of pre-emption rights for the purposes of financing or refinancing an acquisition or specified capital investment. 11. To authorize the Company 168,972,872 99.38 1,047,041 0.62 207,421 N/A to purchase its own ordinary shares. 12. To adopt new articles of 165,576,361 97.32 4,565,013 2.68 85,960 N/A association of the Company.
* For Jersey law purposes, a vote withheld is not a vote in law and is not
counted in the calculation of the proportion of the votes "For" or "Against" a
resolution. Item 8.01 Other Events.
On each of
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Memorandum and Articles ofAssociation of Ferguson plc 10.1 Ferguson Non-Employee Director Incentive Plan 2022 10.2 Form of Restricted Stock Unit Award Agreement Pursuant to the Ferguson Non-Employee Director Incentive Plan 2022 99.1 Transaction in Own Shares announcements in the period toNovember 29, 2022 99.2 Notification datedDecember 1, 2022 titled "Total Voting Rights" 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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