Temenos announces the results of its 2024 Annual General Meeting

Press Releases, May 8, 2024

Temenos – Company

GENEVA, Switzerland, May 8, 2024, — Temenos AG (SIX: TEMN), the banking software company, yesterday held its 23rd Annual General Meeting (AGM). 52’812’238 shares were present or represented.

Detailed voting results are available here and the full AGM minutes here. All resolutions except 1.3 and 5.4 were approved.

In particular, the shareholders elected by a large majority both Ms. Laurie Readhead and Dr. Michael Gorriz, as new Independent and Non-Executive members of the Board of Directors. The shareholders also re-elected all other members of the Board of Directors, including its Chairman, and the members of the Compensation Committee. The independent proxy holder and auditors were also elected.

For the 13^th consecutive year, shareholders approved a dividend increase to CHF 1.20 per share in respect of the year ending on 31 December 2023, reflecting the strong recurring revenue model of the business and the strength of its cash flows.

The shareholders also approved the 2023 financial statements as well as the 2025 compensation for the Board of Directors and for the Executive Committee.

The Board notes resolution 1.3, the Consultative Vote on the 2023 Compensation Report (“Report”) did not receive majority approval from shareholders. The Board is aware of shareholder concerns which were primarily focused on the length of the CEO LTI vesting period and, for some shareholders, around the level of disclosure and rationale provided in the Report. The Board would like to highlight that the majority of issues around the LTIP vesting period in the 2023 Report reflects the exceptional circumstances around the transition to a new CEO. In respect of other feedback including providing greater disclosures and more detailed rationale, the Board will reflect and engage further on this issue with shareholders in 2024 and 2025. 

Resolution 5.4, one of the resolutions on the change to the Articles of Association (“Articles”), also did not receive majority approval and therefore the clauses of the Articles proposed for approval under resolution 5.4 will remain unchanged. The Board believes this result partly reflects concerns raised by some shareholders and proxy advisers in relation to the proposal to allow the Board to hold virtual AGMs and the marginal raising of the threshold to include an AGM item to 0.5% of the share capital or the votes (currently being possible with an aggregate nominal value of CHF 1,000,000 i.e. 0.27%). The Board confirms its intention was to only call a virtual AGM in exceptional circumstances and would hold in-person or hybrid AGMs if at all reasonably possible. All the proposed changes to the Articles in this resolution are in line with Swiss law and current market practice. The Board will continue to engage with shareholders before resubmitting some of these changes at the 2025 AGM. All the other proposed changes to the Articles (Resolutions 5.1, 5.2, 5.3 and 5.5), including the introduction of a capital band were approved by a large majority.

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