Voting at Gulf Marine Services’ (GMS) AGM has seen three board members being rejected for reappointment by shareholders – while the company has opted to reappoint two of them anyway.
Losing their seats on the board were GMS’ CFO Steve Kersley, Mike Turner and David Blewden. The latter being the senior independent non-executive director and independent non-exec respectively.
Following the vote, GMS would no longer have a lawfully constituted audit committee. Issuing its financial report for the first half requires review and approval by the committee.
As a result, the board said it had opted to reappoint Turner and Blewden as directors, despite the vote.
GMS said it was examining how votes had been cast and had informed the relevant authorities. The only shareholders that voted against every resolution that failed was Seafox International, Mazrui Investments and Horizon Energy.
Another 1.3% of its voting stock held by two Swiss nominee accounts acted similarly to Seafox and Mazrui.
“The board is disappointed by the actions taken by Seafox and a small group of shareholders, which, despite the significant progress made by GMS over the past 12 months, create further disruption and distraction,” said the company’s executive chairman Tim Summers.
“In particular, these shareholders have sought to impose on GMS a Board which was non-compliant in vital respects with DTR 7.1. The board decided unanimously that its duty lay in continuing to govern the company in a responsible manner and it has taken the necessary steps to protect the interests of all shareholders, equally.”
DTR 7.1 refers to the Financial Conduct Authority’s (FCA) handbook on audit committees.
Seafox
GMS said that its board had written to Seafox and Mazrui over the voting. The company has asked Seafox to confirm it is not working with other shareholders. Mazrui and its chairman Abdullah Mazrui was asked to confirm it is not working with Seafox.
Seafox made an offer for GMS on April 26. GMS rejected this. Seafox has a 29.15% stake in GMS, according to a disclosure made in early June.
The removal of the directors is not “in the interests of any GMS shareholders other than Seafox itself”, the company said.
The company also lost votes on the remuneration policy and directors’ remuneration for 2019. Of the 19 resolutions, only seven received more than 50% of votes. Other losses include a share award for the executive chairman and to allow GMS to buy back its own shares.