Luxottica Group approves 2017 financial statements and appoints new Board of Directors at the General Meeting of Stockholders
Total cash dividend up by 10% to Euro 1.01 per share
Milan, Italy, April 19, 2018 - The stockholders of Luxottica Group S.p.A. (MTA: LUX), a leader in the design, manufacture and distribution of fashion, luxury and sports eyewear, met today at the General Meeting of Stockholders to approve the statutory financial statements for fiscal year 2017.
The stockholders at the General Meeting also approved the distribution of a total dividend amount equal to Euro 1.01 for each ordinary share and American Depositary Receipt. The ordinary dividends will be paid in one tranche on April 25, 2018 (with an ex-dividend date of April 23, 2018, established according to the Borsa Italiana calendar, and a record date of April 24, 2018). Regarding the ADRs, the record date will be April 24, 2018, and according to Deutsche Bank Trust Company Americas, the depositary bank for the ADRs, the payment date for the dividend in US dollars is expected to be May 2, 2018. The dividend amount in US dollars will be determined based on the Euro/US$ exchange rate as of April 25, 2018.
The stockholders at the General Meeting then appointed the Board of Directors, composed of the following twelve members that will remain in office for one fiscal year until the approval of the financial statements for the year ended December 31, 2018: Leonardo Del Vecchio, Chairman of the Board of Directors, Luigi Francavilla, Francesco Milleri, Stefano Grassi, Elisabetta Magistretti, Maria Pierdicchi, Sabrina Pucci, Karl Heinz Salzburger, Luciano Santel, Cristina Scocchia and Andrea Zappia, all taken from the majority list presented by Delfin S.à r.l. (which tendered approximately 83% of the share capital represented in the General Meeting), and Marco Giorgino taken from the minority list presented by a group of institutional investors (which tendered approximately 16% of the share capital represented in the General Meeting).
The stockholders at the General Meeting also appointed to the Board of Statutory Auditors: Giovanni Fiori, Chairman, Dario Righetti and Barbara Tadolini as regular statutory auditors. Maria Venturini and Francesca Di Donato were appointed as alternate statutory auditors. Giovanni Fiori and Francesca Di Donato were taken from the list presented by a group of institutional investors (which tendered approximately 83% of the share capital represented in the General Meeting). Dario Righetti, Barbara Tadolini and Maria Venturini were taken from the list presented by the stockholder Delfin S.à r.l. (which tendered approximately 16% of the votes in the General Meeting). The Board of Statutory Auditors will remain in office for three fiscal years until approval of the financial statements for the fiscal year ended December 31, 2020.
The stockholders then resolved to establish the gross annual remuneration for the entire Board of Directors in the amount of Euro 1,200,000; for the Chairman of the Board of Statutory Auditors in the amount of Euro 105,000; and for each regular statutory auditor in the amount of Euro 70,000.
The stockholders at the General Meeting also voted in favor of the Remuneration Policy in accordance with article 123-ter, paragraph 6 of Italian Legislative Decree no. 58/1998.
The Extraordinary General Meeting of Stockholders approved the proposed amendment to Article 18 of the Group’s By-Laws relating to the term of office of the directors, in order to allow them to remain in office up to a maximum of three financial years according to the determinations that will be taken by the Group’s shareholders.
At the conclusion of the General Meeting, the Board of Directors met and appointed Luigi Francavilla as Deputy Chairman and Francesco Milleri as Deputy Chairman – Chief Executive Officer.
The Board of Directors, taking into consideration the Directors’ declarations and other information available to the Company, verified that the independence requirements set by the Italian Consolidated Finance Act and the Code of Conduct issued by Borsa Italiana were met by Directors Marco Giorgino, Elisabetta Magistretti, Maria Pierdicchi, Sabrina Pucci, Karl Heinz Salzburger, Luciano Santel, Cristina Scocchia and Andrea Zappia. The Board therefore concluded that eight out of twelve Directors qualified as independent in accordance with the provisions of the Italian Consolidated Finance Act and the Code of Conduct.
The Board of Statutory Auditors verified the correct application of the criteria and procedures adopted by the Board to evaluate the independence of its members. Leonardo Del Vecchio, Luigi Francavilla, Francesco Milleri and Stefano Grassi are Executive Directors.
Finally, the Board appointed the following independent Directors as members of the Control and Risk Committee: Elisabetta Magistretti, Chairperson, Luciano Santel and Cristina Scocchia, all of whom have accounting and finance or risk management experience, as required by the Code of Conduct. The Board also appointed the following Independent Directors as members of the Human Resources Committee: Andrea Zappia, Chairman, Marco Giorgino and Sabrina Pucci, all having the knowledge and experience in financial matters or compensation policies required by the Code of Conduct.
The curriculum vitae of each Director and Auditor as well as the information related to the respective candidate lists are available at www.luxottica.com under the Governance section.
Leonardo Del Vecchio, through Delfin S.à r.l., holds 302,846,957 Company shares. Luigi Francavilla holds 2,596,350 Company shares in usufruct jointly with his wife.