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Luxottica: stockholders' meeting approves 2011 financial statements and appoints new Board of Directors
The stockholders of Luxottica Group S.p.A. (MTA: LUX; NYSE: LUX), a leader in the design, manufacture, distribution and sale of premium, luxury and sports eyewear, met today at the Ordinary Meeting of Stockholders to approve the Statutory Financial Statements for 2011 prepared in accordance with International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS).
The stockholders also approved the distribution of a dividend of Euro 0.49 per ordinary share, up 11.4% from last year. The total dividend amount to be paid is approximately Euro 227 million. According to the Borsa Italiana calendar, the cash dividend will be payable on May 24, 2012 (with record date of May 23, 2012). Regarding the American Depositary Shares (ADS) listed on the New York Stock Exchange, the record date will be May 23, and according to Deutsche Bank Trust Company Americas, the depositary bank for the ADSs, the payment date for the dividend in U.S. dollars is expected to be May 31, 2012.
The dividend amount in U.S. dollars will be determined based on the Euro/U.S. Dollar exchange rate as of May 24, 2012. The stockholders at the meeting then appointed the following thirteen Directors taken from the slate presented by the stockholder Delfin S.à r.l.: Leonardo Del Vecchio, Chairman of the Board of Directors, Luigi Francavilla, Andrea Guerra, Roger Abravanel, Mario Cattaneo, Enrico Cavatorta, Claudio Costamagna, Claudio Del Vecchio, Sergio Erede, Elisabetta Magistretti, Marco Mangiagalli, Anna Puccio and Marco Reboa.
Roger Abravanel, Mario Cattaneo, Claudio Costamagna, Marco Mangiagalli, Elisabetta Magistretti, Anna Puccio and Marco Reboa declared themselves qualified to act as independent directors as defined by Article 148, Clause 3, of the Italian Consolidated Finance Act (Testo Unico della Finanza) and Listed Companies Code of Ethics (Codice di Autodisciplina delle Società Quotate). The stockholders also appointed to the Board of Statutory Auditors, Francesco Vella (Chairman), Alberto Giussani and Barbara Tadolini, regular auditors.
Giorgio Silva and Fabrizio Riccardo Di Giusto were appointed as alternate auditors. Francesco Vella and Fabrizio Riccardo Di Giusto were taken from the slate presented by a group of international and national institutional investor funds. Alberto Giussani, Barbara Tadolini and Giorgio Silva were taken from the slate presented by the shareholder Delfin S.à r.l.
The stockholders then resolved to establish the gross annual remuneration for the entire Board of Directors (which will remain in office for three fiscal years until approval of the financial statements as at December, 31 2014) in the amount of Euro 1,105,000; the Chairman of the Board of Statutory Auditors was granted gross annual compensation equalling Euro 105,000; and each regular auditor was granted gross annual compensation of Euro 70,000. The Board of Statutory Auditors, which also acts as Audit Committee in accordance with the Sarbanes-Oxley Act, will remain in office for three fiscal years until approval of the financial statements as at December, 31 2014.
The stockholders also approved the Compensation Policy in accordance with Article 123-ter of the Consolidated Law on Finance.
At the end of the Stockholders' Meeting, the Board of Directors met and appointed Luigi Francavilla as Deputy Chairman and Andrea Guerra as Chief Executive Officer.
The Board of Directors verified that independence requirements were met by directors Messrs. Abravanel, Cattaneo, Costamagna, Mangiagalli, Magistretti, Puccio and Reboa. With reference to Mario Cattaneo, who will shortly be in the position of having held office for more than nine out of the last twelve years which is envisaged by the Listed Companies Code of Ethics under application criteria 3.C.1.e), the Board of Directors agreed that in view of the clear independence of judgement deriving from the professionalism and experience of Professor Cattaneo, it would not apply this criteria in this case.
The Board therefore acknowledged that seven out of the thirteen directors were independent in accordance with the provisions of the Italian Consolidated Finance Act (Testo Unico della
Finanza) and Listed Companies Code of Ethics (Codice di Autodisciplina delle Società Quotate). The Board appointed Marco Reboa Lead Independent Director.
Finally, the Board appointed the members of its internal committees. More specifically, directors Claudio Costamagna (Chairman), Roger Abravanel and Anna Puccio were appointed members of the Human Resources Committee; and directors Mario Cattaneo (Chairman), Elisabetta Magistretti, Marco Mangiagalli and Marco Reboa were appointed members of the Control and Risks Committee.
The curricula vitae of the directors and auditors and all information related to the slates are available from the website www.luxottica.com.