Summary
- Shareholders rejected Saba’s three proposed directors, with 52.8% of votes cast against each appointment.
- The company’s director election and re-election resolutions passed.
- Two special resolutions covering non-pre-emptive share issues and share buybacks failed.
- The board plans to consult major shareholders and engage with Saba and Sessa Capital.
Full Article
Baillie Gifford US Growth Trust shareholders have rejected three Saba-backed board nominees at the company’s annual general meeting, while approving its own director election and re-election resolutions.
The trust is managed by Edinburgh-based Baillie Gifford.
The proposals to appoint Jason Chen, Thomas H. McGlade and James Waterlow each received 47.2% support, with 52.8% voting against. The AGM took place in London on 23 October.
Resolutions to re-elect three existing directors and elect Ms EJ Flockhart passed, each receiving 52.9% support.
However, two special resolutions failed. These concerned powers to allot shares or sell treasury shares on a non-pre-emptive basis, and to make market purchases of the company’s own shares. They received 63.4% and 63.6% support respectively.
The company said votes backing Saba’s nominees were almost entirely attributable to Saba and Sessa Capital. Excluding those shareholders, it said 99.2% of votes cast were in line with the board’s recommendations.
Tom Burnet, chair of the company, said: “On behalf of the Board, I would like to pass our gratitude to our independent shareholders for their continued support.”
He criticised the repeated challenges to the board, saying: “Repeatedly revisiting matters on which almost all of our independent shareholders have plainly already expressed their view places an unnecessary burden on the Company, diverting management time and resources from the delivery of the Company’s strategy and the creation of long-term shareholder value and incurring significant costs.”
All nine ordinary resolutions put forward by the company passed. These included approval of the directors’ remuneration report and authority to allot shares, although both attracted substantial opposition. The board said those opposing votes were almost entirely attributable to Saba and Sessa.
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The trust will now consult major shareholders under the AIC Corporate Governance Code and report on its next steps within six months. Civica Election Services acted as independent assessor of the poll results.
Burnet said: “We welcome engagement with all shareholders and look forward to working constructively with Saba and Sessa with the objective of delivering a long-term solution that is in the interests of shareholders as a whole.”
