TORM (Nasdaq: TRMD) backs buyback mandates and pay votes at AGM
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
TORM plc reported the results of its Annual General Meeting held on 15 April 2026, where all resolutions in the 5 March 2026 notice were passed on a poll. Turnout was 53,955,672 votes, representing 52.83% of 102,123,339 eligible votes.
Shareholders adopted the 2025 Annual Report and Accounts and reappointed Ernst & Young LLP as auditor, with authority for directors to set audit fees. All proposed directors, including Chairman Simon Mackenzie Smith and Executive Director Jacob Meldgaard, were reappointed. Shareholders approved updated Articles of Association and off-market share buyback mandates under Buyback Contracts A and B. The Board highlighted its capital return framework, emphasizing quarterly-assessed cash dividends as the primary mechanism and noting a Q4 interim dividend paid on 25 March 2026. It stressed that buyback authority is for potential future use and that no specific purchases under the contracts have been discussed. The Board also noted that more than 20% of votes opposed the Directors’ Remuneration Report, the Remuneration Policy and Buyback Contract B, and it plans to consult relevant shareholders.
Positive
- None.
Negative
- None.
Key Figures
Eligible votes: 102,123,339 voting rights
Votes cast: 53,955,672 votes (52.83%)
Support for 2025 Remuneration Report: 42,266,113 votes (78.55%)
+5 more
8 metrics
Eligible votes
102,123,339 voting rights
Eligible votes for Resolutions 1-13 at 2026 AGM
Votes cast
53,955,672 votes (52.83%)
Total votes cast at the AGM as share of eligible votes
Support for 2025 Remuneration Report
42,266,113 votes (78.55%)
Votes for Directors’ Remuneration Report 2025
Support for Remuneration Policy
42,247,962 votes (78.54%)
Votes for Company’s Remuneration Policy
Support for Buyback Contract A
53,628,116 votes (99.59%)
Votes for off-market share buyback under Contract A
Support for Buyback Contract B
39,469,154 votes (73.30%)
Votes for off-market share buyback under Contract B
Maximum A-shares Buyback A
10,000,000 A-shares
Maximum A-shares subject to Buyback Contract A for adjusted percentage
Maximum A-shares Buyback B
7,500,000 A-shares
Maximum A-shares subject to Buyback Contract B for adjusted percentage
Key Terms
Remuneration Policy, Buyback Contract A, Buyback Contract B, Articles of Association, +2 more
6 terms
Remuneration Policy financial
"To approve the Company’s Remuneration Policy"
A remuneration policy is a company’s written guide on how it pays executives and senior managers, covering salary, bonuses, stock awards and other benefits. It matters to investors because it shows how pay is linked to long-term performance and risk—like a recipe that determines whether incentives encourage sustainable growth or reward short-term gains—affecting governance, shareholder returns and potential conflicts of interest.
Buyback Contract A financial
"Off-Market purchase of shares - Buyback Contract A."
Buyback Contract B financial
"Off-Market purchase of shares - Buyback Contract B."
Articles of Association regulatory
"To approve the updated Articles of Association"
A company's articles of association are its written rulebook that sets how the business is run, how decisions are made, and what rights owners and directors have—covering voting, meetings, appointment and removal of directors, share classes and dividend policies. For investors, these rules matter because they determine how easily control can change, what protections minority owners have, and how corporate actions (like issuing new shares or changing leadership) are approved, much like a home’s bylaws shaping what residents can and cannot do.
forward-looking statements regulatory
"Matters discussed in this release may constitute forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
capital return framework financial
"the Board’s capital return framework is based on a quarterly assessment"
A capital return framework is a company’s stated plan for giving excess cash back to shareholders through methods like dividends, share buybacks or reducing debt, and the rules that decide how and when that happens. It matters to investors because it signals how management balances rewarding owners versus funding growth—like a household budget that decides whether extra income is saved, used to pay off loans, or shared with family—affecting expected income and the company’s financial health.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number 001-38294
TORM plc
4th Floor, 120 Cannon Street, London, EC4N 6AS, United Kingdom
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [X] Form 40-F [ ]
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Attached to this Report on Form 6-K as Exhibit 99.1 is a copy of the press release of TORM plc (the “Company”), dated April 15, 2026, announcing the results of the Company’s Annual General Meeting.
The information contained in this Report on Form 6-K is hereby incorporated by reference into the Company’s registration statement on Form F-3 (File No. 333-283943) that was filed with the U.S. Securities and Exchange Commission effective December 19, 2024.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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TORM PLC
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Dated: April 15, 2026
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By:
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/s/ Jacob Meldgaard
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Jacob Meldgaard
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Executive Director and Principal Executive Officer
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Exhibit 99.1
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COMPANY ANNOUNCEMENT
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Results from TORM plc’s Annual General Meeting on 15 April 2026
TORM plc (Nasdaq: TRMD or TRMD A) announces that all the resolutions set out in the notice of the Annual General Meeting dated 05 March 2026 were duly passed on a poll at today’s Annual General Meeting. The result of the poll is illustrated below.
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Eligible votes (for Resolutions 1-13) *
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102,123,339
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Voted total
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53,955,672
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Voted total (%)
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52.83
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Ordinary Resolutions
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Vote type
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Voted
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Voted (%)
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% of total voting rights
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To adopt the Annual Report and Accounts 2025
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For
Against
Withheld*
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53,768,706
51,825
135,141
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99.90
0.10
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52.65
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To approve the Directors’ Remuneration Report 2025
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For
Against
Withheld*
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42,266,113
11,542,358
147,201
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78.55
21.45
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41.39
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To approve the Company’s Remuneration Policy
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For
Against
Withheld*
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42,247,962
11,544,811
162,899
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78.54
21.46
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41.37
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To re-appoint Ernst & Young LLP as auditor of the Company
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For
Against
Withheld*
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53,791,570
101,812
62,290
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99.81
0.19
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52.67
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To authorize the Directors to fix the remuneration of the auditors
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For
Against
Withheld*
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53,706,174
158,767
90,731
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99.71
0.29
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52.59
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Reappointment of Non-Executive Director and Chairman Simon Mackenzie Smith as Director of the Company
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For
Against
Withheld*
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53,512,381
346,424
96,867
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99.36
0.64
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52.40
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Reappointment of Non-Executive Director Christopher H. Boehringer as Director of the Company
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For
Against
Withheld*
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53,406,239
449,989
99,444
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99.16
0.84
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52.30
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Reappointment of Non-Executive Director Göran Trapp as Director of the Company
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For
Against
Withheld*
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45,568,855
8,291,631
95,186
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84.61
15.39
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44.62
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Reappointment of Non-Executive Director Annette Malm Justad as Director of the Company
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For
Against
Withheld*
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51,648,060
2,212,284
95,328
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95.89
4.11
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50.57
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Reappointment of Executive Director Jacob Meldgaard as Director of the Company
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For
Against
Withheld*
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39,321,159
384,110
14,250,403
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99.03
0.97
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38.50
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Off-Market purchase of shares - Buyback Contract A.
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For *
Against
Withheld*
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53,628,116
220,345
107,211
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99.59
0.41
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52.51
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Off-Market purchase of shares - Buyback Contract B.
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For *
Against
Withheld*
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39,469,154
14,377,546
108,972
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73.30
26.70
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38.65
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TORM PLC |
120 CANNON STREET
LONDON, EC4N
6AS, UNITED KINGDOM | COMPANY: 09818726
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COMPANY
ANNOUNCEMENT NO. 11
15 APRIL 2026
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PAGE 1 / 3
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COMPANY ANNOUNCEMENT
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Special Resolutions
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Vote type
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Voted
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Voted (%)
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% of total voting rights
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To approve the updated Articles of Association
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For
Against
Withheld*
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53,682,829
160,630
112,213
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99.70
0.30
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52.57
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(*) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes ‘For’ or ‘Against’ a resolution. After excluding, for Resolution 11, the maximum of 10m A-shares subject of Buyback Contract A, the percentage of votes in favor is 99.50% and after excluding, for Resolution 12, the maximum of 7.5m A-shares subject of Buyback Contract B, the percentage of votes in favor is 68.98%.
The following relates to questions submitted by shareholders in advance of today’s Annual General Meeting.
As set out in the Annual Report 2025, the Board’s capital return framework is based on a quarterly assessment of earnings, cash generation, capital commitments, balance sheet strength and liquidity, with cash dividends remaining the primary and default mechanism for returning capital to shareholders. On 25 March 2026, TORM distributed a Q4 interim dividend representing an accelerated return of capital that might otherwise have been proposed following the AGM, in line with the Company’s normal practice. The Board reiterates that dividends remain a core element of TORM’s capital return policy and will continue to be considered on a quarterly basis in light of market conditions and financial performance.
As stated in the AGM notice, the Directors regard the ability to repurchase shares, in suitable circumstances, to be an important part of the financial management of the Company. In common with other listed companies, the purpose of the proposed share buyback resolutions is therefore to provide appropriate flexibility for potential future share buybacks in a manner which reflects the Company’s share structure. As also stated in the AGM notice, this would only be where the Directors consider it would be in the best interests of the Company and its shareholders as a whole to do so. There have therefore been no discussions on the details of any actual purchases under Buyback Contracts A or B. However, as stated in the AGM notice, the use of separate Buyback Contracts A and B reflects the Company’s listings on non-UK markets and registered shareholding structure, and the price for any buybacks under Buyback Contract B will be set by the price achieved in the same trading period, and therefore always dependent on buybacks being made in that trading period, under Buyback Contract A. If any such purchases were to be made, disclosure will be made in accordance with all applicable legislation.
The Board notes that more than 20 per cent of votes have been cast against the Board recommendations for Resolution 2, 3 and 12. For Resolutions 2 and 3, this is likely to be due to incomplete compliance with the UK Corporate Governance, the reasons for which are explained in the Company’s corporate governance code. For Resolution 12, this is in the Board’s view primarily a function of the Company’s listings on non-UK markets and resulting share capital structure. The Board intends to consult relevant shareholders in order to understand the reasons behind these results.
Contacts
Christopher Everard, General Manager, Tel.: +44 7920 494 853
Mikael Bo Larsen, Head of Investor Relations, Tel.: +45 5143 8002
Joakim Nørholm Vasehus, Head of Communication, Tel.: +45 3037 9012
About TORM
TORM is one of the world’s leading carriers of refined oil products. TORM operates a fleet of product tanker vessels with a strong commitment to safety. environmental responsibility and customer service. TORM was founded in 1889 and conducts business worldwide. TORM’s shares are listed on Nasdaq in Copenhagen and on Nasdaq in New York (ticker: TRMD A and TRMD. ISIN: GB00BZ3CNK81). For further information, please visit www.torm.com.
Safe Harbor Statement as to the Future
Matters discussed in this release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements reflect our current views with respect to future events and financial performance and may include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are statements other than statements of historical facts. The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. Words such as, but not limited to, “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “targets,” “projects,” “forecasts,” “potential,” “continue,” “possible,” “likely,” “may,” “could,” “should” and similar expressions or phrases may identify forward-looking statements.
The forward-looking statements in this release are based upon various assumptions, many of which are, in turn, based upon further assumptions, including without limitation, management’s examination of historical operating trends, data contained in our records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies that are difficult or impossible to predict and are beyond our control, the Company cannot guarantee that it will achieve or accomplish these expectations, beliefs, or projections.
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TORM PLC | 120 CANNON STREET
LONDON, EC4N 6AS, UNITED KINGDOM | COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 11
15 APRIL 2026
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PAGE 2 / 3
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COMPANY ANNOUNCEMENT
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Important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include, but are not limited to, our future operating or financial results; changes in governmental rules and regulations or actions taken by regulatory authorities; inflationary pressure and central bank policies intended to combat overall inflation and rising interest rates and foreign exchange rates; general domestic and international political conditions or events, including “trade wars” and the war between Russia and Ukraine, the developments in the Middle East, including the war in Israel and the Gaza Strip, and the conflict regarding the Houthis’ attacks in the Red Sea; international sanctions against Russian oil and oil products; changes in economic and competitive conditions affecting our business, including market fluctuations in charter rates and charterers’ abilities to perform under existing time charters; changes in the supply and demand for vessels comparable to ours and the number of newbuildings under construction; the highly cyclical nature of the industry that we operate in; the loss of a large customer or significant business relationship; changes in worldwide oil production and consumption and storage; risks associated with any future vessel construction; our expectations regarding the availability of vessel acquisitions and our ability to complete acquisition transactions planned; availability of skilled crew members other employees and the related labor costs; work stoppages or other labor disruptions by our employees or the employees of other companies in related industries; effects of new products and new technology in our industry; new environmental regulations and restrictions; the impact of an interruption in or failure of our information technology and communications systems, including the impact of cyber-attacks, upon our ability to operate; potential conflicts of interest involving members of our Board of Directors and Senior Management; the failure of counterparties to fully perform their contracts with us; changes in credit risk with respect to our counterparties on contracts; adequacy of insurance coverage; our ability to obtain indemnities from customers; changes in laws, treaties or regulations; our incorporation under the laws of England and Wales and the different rights to relief that may be available compared to other countries, including the United States; government requisition of our vessels during a period of war or emergency; the arrest of our vessels by maritime claimants; any further changes in U.S. trade policy that could trigger retaliatory actions by the affected countries; the impact of the U.S. presidential and congressional election results affecting the economy, future government laws and regulations and trade policy matters, such as the imposition of tariffs and other import restrictions; potential disruption of shipping routes due to accidents, climate-related incidents, adverse weather and natural disasters, environmental factors, political events, public health threats, acts by terrorists or acts of piracy on ocean-going vessels; damage to storage and receiving facilities; potential liability from future litigation and potential costs due to environmental damage and vessel collisions; and the length and number of off-hire periods and dependence on third-party managers.
In the light of
these risks and uncertainties, undue reliance should not be placed on
forward-looking statements contained in this release because they are
statements about events that are not certain to occur as described or at all.
These forward-looking statements are not guarantees of our future performance,
and actual results and future developments may vary materially from those
projected in the forward-looking statements.
Except to the extent required by applicable law or regulation, the Company undertakes no obligation to release publicly any revisions or updates to these forward-looking statements to reflect events or circumstances after the date of this release or to reflect the occurrence of unanticipated events. Please see TORM’s filings with the U.S. Securities and Exchange Commission for a more complete discussion of certain of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication.
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TORM PLC | 120 CANNON STREET
LONDON, EC4N 6AS, UNITED KINGDOM | COMPANY: 09818726
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COMPANY ANNOUNCEMENT NO. 11
15 APRIL 2026
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PAGE 3 / 3
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FAQ
What were the overall voting results at TORM plc (TRMD) 2026 AGM?
Shareholders approved all resolutions at TORM’s 2026 AGM. A total of 53,955,672 votes were cast, equal to 52.83% of 102,123,339 eligible votes, providing majority backing for accounts, directors, auditors, buyback authorities and updated Articles of Association.
What is TORM plc’s (TRMD) stated capital return policy after the 2026 AGM?
TORM’s Board reiterated that cash dividends remain the primary, default capital return method. It assesses returns quarterly based on earnings, cash generation, commitments, balance sheet and liquidity, and highlighted a Q4 interim dividend distributed on 25 March 2026 as an accelerated return.
Why did some TORM plc (TRMD) resolutions face more than 20% opposition?
Resolutions on the Remuneration Report, Remuneration Policy and Buyback Contract B saw over 20% votes against. The Board attributes pay-related opposition to incomplete UK Corporate Governance Code compliance and views Buyback B opposition as linked to listings and share structure, and will consult shareholders.