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FERGUSON PLC

(FERG)
  Report
Delayed Nyse  -  04:00:02 2023-02-01 pm EST
144.41 USD   +1.45%
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01/31Ferguson Plc : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)
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FERGUSON PLC : Material Modification to Rights of Security Holders, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

12/01/2022 | 04:18pm EST

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 10 pence each in the share capital of Ferguson plc (the "Company") on November 30, 2022, the shareholders of the Company approved the proposal to adopt the proposed new articles of association ("New Articles") of the Company in substitution for, and to the exclusion of, the then-existing articles of association of the Company (the "Prior Articles"). The New Articles became effective on November 30, 2022. The New Articles amended and restated the Company's Prior Articles to reflect corporate governance market practices for U.S. listed companies. The changes effected by the New Articles, include, without limitation, the following:

  •   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 the United States be the

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 November 30, 2022. The Plan provides for the issuance of up to 250,000 of the Company's ordinary shares, subject to adjustment due to recapitalization or reorganization or as otherwise as provided under the Plan, to any of the Company's current or prospective non-employee directors. Any shares subject to an Award (as defined below) that is canceled, forfeited, or terminated without issuance of the full number of shares to which the Award relates will again be available under the aggregate limit under the Plan.

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.

--------------------------------------------------------------------------------

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 September 23, 2032 (or on such earlier date as the Board or the Committee decides), although such termination will not automatically affect any subsisting rights under the Plan.

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 November 30, 2022. Shareholders passed each of the matters submitted to a vote of shareholders at the Annual General Meeting by the requisite majorities on a poll. The final voting results for each matter are as follows:

                                                                                             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.

--------------------------------------------------------------------------------

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 November 22, 2022 and November 29, 2022, the Company released a weekly report in connection with the Company's share repurchase program, which are filed as Exhibit 99.1 hereto.

On December 1, 2022, the Company released a notification of total voting rights and capital in the Company, which is filed as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits



Exhibit
  No.       Description

 3.1          Memorandum and Articles of Association 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 to
            November 29, 2022

99.2          Notification dated December 1, 2022 titled "Total Voting Rights"

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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© Edgar Online, source Glimpses

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