REG - BAE SYSTEMS PLC - Result of AGM

BAE SystemsAnnouncement

06/05/2021 15:00

RNS Number : 8239X
  
BAE SYSTEMS PLC
  
06 May 2021
  
 

BAE SYSTEMS plc
 
POLL RESULTS FOR AGM 2021
 
BAE Systems plc announces that all resolutions were passed by the requisite majorities on a poll at the Company's Annual General Meeting held on 6 May 2021.
 




ORDINARY RESOLUTIONS


VOTES FOR


% VOTES FOR1


VOTES AGAINST


TOTAL VOTES VALIDLY CAST


% OF ISSUED SHARE CAPITAL VOTED1,2,3


VOTES WITHHELD2





Resolution 1:
Report and Accounts


2,503,112,218


100.00


100,397


2,503,212,615


77.56%


2,223,302




Resolution 2:
Directors' Remuneration Report


1,735,641,459


76.59


530,398,812


2,266,040,271


70.21%


239,395,615




Resolution 3:
Dividend


2,500,847,963


99.87


3,216,460


2,504,064,423


77.59%


1,394,983




Resolution 4:
Re-election of Thomas Arseneault


2,503,679,613


99.98


520,649


2,504,200,262


77.59%


1,229,609




Resolution 5:
Re-election of Sir Roger Carr


2,491,035,291


99.47


13,212,855


2,504,248,146


77.59%


1,193,408




Resolution 6:
Re-election of Dame Elizabeth Corley


2,488,388,856


99.37


15,814,629


2,504,203,485


77.59%


1,232,397




Resolution 7:
Re-election of Bradley Greve


2,498,256,598


99.76


5,951,670


2,504,208,268


77.59%


1,234,159




Resolution 8:
Re-election of Jane Griffiths


2,495,657,665


99.66


8,524,665


2,504,182,330


77.59%


1,250,241




Resolution 9:
Re-election of Christopher Grigg


2,489,906,014


99.43


14,290,409


2,504,196,423


77.59%


1,239,459




Resolution 10:
Re-election of Stephen Pearce


2,478,339,153


98.97


25,860,107


2,504,199,260


77.59%


1,236,622




Resolution 11:
Re-election of Nicole Piasecki


2,343,623,204


93.59


160,586,170


2,504,209,374


77.59%


1,226,508




Resolution 12:
Re-election of Ian Tyler


2,440,709,038


98.30


42,293,624


2,483,002,662


76.94%


22,432,244




Resolution 13:
Re-election of Charles Woodburn


2,503,712,767


99.98


594,412


2,504,307,179


77.60%


1,149,098




Resolution 14:
Election of Nicholas Anderson


2,502,536,507


99.94


1,606,917


2,504,143,424


77.59%


1,264,905




Resolution 15:
Election of Dame Carolyn Fairbairn


2,503,576,832


99.98


587,336


2,504,164,168


77.59%


1,254,289




Resolution 16:
Re-appointment of Auditors


2,503,809,040


99.98


480,753


2,504,289,793


77.60%


1,130,117




Resolution 17:
Auditors' remuneration


2,503,699,348


99.98


539,666


2,504,239,014


77.59%


1,179,976




Resolution 18:
Political donations


2,457,281,557


98.55


36,216,080


2,493,497,637


77.26%


11,954,372




Resolution 19:
Authority to allot new shares


2,333,912,957


93.20


170,398,399


2,504,311,356


77.60%


1,108,643



 
 



SPECIAL RESOLUTIONS


VOTES FOR


% VOTES FOR1


VOTES AGAINST


TOTAL VOTES VALIDLY CAST


% OF ISSUED SHARE CAPITAL VOTED1,2,3


VOTES WITHHELD2




Resolution 20:
Disapplication of 
pre-emption rights


2,238,272,967


89.38


265,816,526


2,504,089,493


77.59%


1,324,449




Resolution 21:
Authority to purchase own shares


2,474,177,551


99.02


24,572,991


2,498,750,542


77.42%


6,689,836




Resolution 22:
Notice of general meetings
 


2,373,309,014


94.77


131,030,473


2,504,339,487


77.60%


1,066,666




Resolution 23:
Amend Articles of Association
 


2,488,397,667


99.80


5,099,378


2,493,497,045


77.26%


11,888,336



 
 
Notes:  
1.         The percentages above are rounded to two decimal places. 
2.         A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a resolution.  
3.         The number of ordinary shares in issue on the share register at 6.30pm on 4 May 2021 was 3,467,440,044, of which the Total Voting Rights figure was 3,227,355,435.
 
Copies of resolutions 18 - 23, being resolutions other than resolutions concerning ordinary business passed by the Company at the above AGM, are being submitted to the National Storage Mechanism and will shortly be available for inspection at:  https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  Copies of these resolutions can be obtained from the Company Secretary, BAE Systems plc, 6 Carlton Gardens, London SW1Y 5AD.
 
Resolution 2 - Approval of the Directors' Remuneration Report
 
 
Resolution 2, to approve the Directors' Remuneration Report, was passed with more than three-quarters of votes cast in favour of the resolution.
 
The Directors are very appreciative of the support the resolution received in a challenging period and have valued the dialogue with major shareholders that facilitated this outcome.
 
The importance of retaining the services of a first class Chief Executive on competitive terms by a one-off remuneration adjustment was taken in the interests of all stakeholders, and was explained in detail in our Annual Report and through personal engagement with shareholders accounting for nearly 70% of the Company's share capital.  Our depth of engagement was positively received as was the exceptional level of transparency in both our dialogue and the Annual Report.
 
It is the policy of the Board to seek the highest standards of governance in all that we do and to maintain an open and transparent dialogue with all stakeholders in all that we say.  We acknowledge that it may not be possible to please all our stakeholders all of the time, but we will continue to engage and listen to ensure all views are understood and respected.
 
Against this background, we will be explaining the additional work the Board is undertaking on long-term succession planning across the Company's senior executive population, and in accordance with the UK Corporate Governance Code will publish an update within six months of our AGM.
 
 
 
6 May 2021
 

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