At the AGM, shareholders passed resolutions to: receive the annual report and the financial statements, re-appoint PSH's auditor, authorize the Directors to determine the remuneration of the auditor, re-elect PSH's current directors, renew PSH's share buyback authority, permit the disapplication of shareholders' pre-emption rights for any share issuance of 10% or less, and amend the Articles in connection with the implementation of an ownership limit in respect of the Public Shares and voting rights. All resolutions were passed on a poll.
The specifics of those resolutions can be found in the Notice of Annual General Meeting available on the Company's website: https://pershingsquareholdings.com/company-reports/notices-shareholders/.
The results of the proxy voting of PSH's Public Share are noted in the chart below. A vote withheld is not a vote in law and has not been counted in the votes for or against a resolution.
Resolution
For
Against
Votes Withheld
Resolution 1: To receive the annual report and the financial statements
Ordinary Resolution of all Voting Shares
117,983,055
5
1,215
Resolution 2: To re-appoint the Company's auditor
Ordinary Resolution of all Voting Shares
117,827,570
155,476
1,229
Resolution 3: To authorise the directors to determine the remuneration of the auditor
Ordinary Resolution of all Voting Shares
116,016,761
1,965,356
2,158
Resolution 4: To re-elect
Ordinary Resolution of the holders of Public Shares
115,285,629
2,695,384
3,262
Resolution 5: To re-elect
Ordinary Resolution of all Voting Shares
114,077,516
3,903,497
3,262
Resolution 6: To re-elect
Ordinary Resolution of all Voting Shares
117,975,716
5,298
3,261
Resolution 7: To re-elect
Ordinary Resolution of all Voting Shares
116,210,114
1,770,899
3,262
Resolution 8: To re-elect
Ordinary Resolution of all Voting Shares
116,748,042
1,232,972
3,261
Resolution 9: To re-elect
Ordinary Resolution of all Voting Shares
117,974,091
6,923
3,261
Resolution 10: To re-elect
Ordinary Resolution of all Voting Shares
117,257,289
258,207
468,779
Resolution 11: To authorise the Company to buy back shares
Special Resolution of the holders of Public Shares
117,644,820
338,134
1,321
Resolution 12: To permit the disapplication of pre-emption rights
Special Resolution of all Voting Shares
117,952,491
30,134
1,650
Resolution 13: To amend the Articles in connection with the implementation of an ownership limit in respect of the Public Shares and voting rights
Special Resolution of all Voting Shares and an Ordinary Resolution of the holders of Public Shares
Special Resolution of all Voting Shares
109,057,996
758,894
8,624,496
Ordinary Resolution of Public Shares
116,912,590
1,046,384
48,978
Copies of the special resolutions passed at the AGM and the amended Articles have been submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
PSH also confirmed today that the next quarterly dividend of
Record Date
Payment Date
USD Dividend Per Share
DRIP Enrollment Deadline
Currency Election Deadline
A proportionate quarterly dividend will be paid to the Special Voting Share, based on its net asset value.
Shareholders may automatically reinvest cash dividends into PSH Public Shares through a Dividend Reinvestment Programme ('DRIP') whereby shares are purchased in the open market by the administrator of the DRIP. Details about the DRIP are available at https://pershingsquareholdings.com/psh-dividend-information/ and through shareholders' brokers.
Dividends will be paid in US dollars unless a shareholder elects to be paid in GBP. Shareholders electing GBP dividends must do so no later than the Currency Election Deadline. Further details about the currency election are available at
Additional Information
The payment of each dividend is subject to the Company being satisfied that the following conditions are met:
the Company will meet the solvency requirements under Companies (Guernsey) Law, immediately after the payment of the dividend;
the Company's total indebtedness will be less than one-third of the Company's total capitalisation after the payment of the relevant interim dividend.
The decision as to whether PSH pays a dividend in the future will be made by the PSH Board with the consent of the Investment Manager. While PSH intends to pay a quarterly dividend going forward, there is no guarantee that PSH will continue to do so. PSH's Board's decision to pay a dividend should not be interpreted to mean that PSH will be profitable in the future.
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