REG - Burberry Group PLC - Result of AGM

BurberryAnnouncement

12/07/2023 16:00

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RNS Number : 8389F  Burberry Group PLC  12 July 2023

BURBERRY GROUP PLC

(the "Company")

 

Result of Annual General Meeting 2023

 

12 July 2023

 

The Company announces the results of voting at its Annual General Meeting
("AGM") held earlier today at Conrad London St. James, 22-28 Broadway, London
SW1H 0BH. All resolutions were passed with majorities, as set out below. A
poll was held on each of the resolutions proposed.

 

Resolutions 1 to 18 were proposed as Ordinary Resolutions and resolutions 19
to 21 as Special Resolutions.

 

The results were as follows:

 

 

 Resolution                                                                                  Votes For*   %       Votes Against  %      Total votes validly cast  Total votes cast as % of issued share capital**  Votes Withheld**
 1.          To receive the Company's Annual Report and Accounts for the year ended 1 April  298,507,526  99.97   103,287        0.03   298,610,813               77.74%                                           313,555
             2023.
 2.          To approve the Directors' Remuneration Policy.                                  271,202,999  91.02   26,745,859     8.98   297,948,858               77.57%                                           975,510
 3.          To approve the Directors' Remuneration Report for the year ended 1 April 2023.  285,752,634  95.60   13,152,786     4.40   298,905,420               77.82%                                           18,947
 4.          To declare a final dividend for the year ended 1 April 2023.                    298,919,067  100.00  829            0.00   298,919,896               77.82%                                           4,472
 5.          To re-elect Dr Gerry Murphy as a Director of the Company.                       291,926,745  97.66   6,984,671      2.34   298,911,416               77.82%                                           12,952
 6.          To re-elect Jonathon Akeroyd as a Director of the Company.                      298,761,399  99.95   149,376        0.05   298,910,775               77.82%                                           13,593
 7.          To re-elect Orna NíChionna as a Director of the Company.                        296,090,577  99.06   2,818,923      0.94   298,909,500               77.82%                                           14,868
 8.          To re-elect Fabiola Arredondo as a Director of the Company.                     296,090,006  99.06   2,821,292      0.94   298,911,298               77.82%                                           13,070
 9.          To re-elect Sam Fischer as a Director of the Company.                           296,090,680  99.06   2,820,484      0.94   298,911,164               77.82%                                           13,204
 10.         To re-elect Ron Frasch as a Director of the Company.                            295,767,279  98.95   3,143,576      1.05   298,910,855               77.82%                                           13,512
 11.         To re-elect Danuta Gray as a Director of the Company.                           295,751,504  98.94   3,159,926      1.06   298,911,430               77.82%                                           12,938
 12.         To re-elect Debra Lee as a Director of the Company.                             295,393,563  98.82   3,516,234      1.18   298,909,797               77.82%                                           14,571
 13.         To re-elect Antoine de Saint-Affrique as a Director of the Company.             220,995,545  73.93   77,913,626     26.07  298,909,171               77.82%                                           15,197
 14.         To elect Alan Stewart as a Director of the Company.                             296,012,202  99.03   2,899,234      0.97   298,911,436               77.82%                                           12,932
 15.         To re-appoint Ernst & Young LLP as auditor of the Company.                      296,713,472  99.26   2,202,959      0.74   298,916,431               77.82%                                           7,937
 16.         To authorise the Audit Committee of the Company to determine the auditor's      298,766,763  99.95   150,619        0.05   298,917,382               77.82%                                           6,986
             remuneration.
 17.         To authorise political donations by the Company and its subsidiaries.           295,593,759  98.89   3,308,450      1.11   298,902,209               77.82%                                           22,159
 18.         To authorise the Directors to allot shares.                                     293,282,676  98.12   5,629,305      1.88   298,911,981               77.82%                                           12,387
 19.         To renew the Directors' authority to disapply pre-emption rights. (Special      297,179,569  99.42   1,736,844      0.58   298,916,413               77.82%                                           7,955
             Resolution)
 20.         To authorise the Company to purchase its own ordinary shares.                   296,364,655  99.21   2,371,227      0.79   298,735,882               77.77%                                           188,485

             (Special Resolution)
 21.         To authorise the Directors to call general meetings (other than an AGM) on not  286,166,511  95.73   12,752,115     4.27   298,918,626               77.82%                                           5,741
             less than 14 clear days' notice. (Special Resolution)

 

Notes:

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation
of the votes for or against a resolution.

 

Every shareholder has one vote for every ordinary share held. As at 6.30pm on
10 July 2023, the issued share capital of the Company consisted of 384,103,782
ordinary shares. The Company holds 5,232,720 shares in Treasury. Therefore,
the total number of voting rights in Burberry Group plc as at 10 July 2023 was
378,871,062.

 

In accordance with Listing Rule 9.6.2 copies of all the resolutions passed,
other than ordinary business, have been submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

 

 

Board and Board Committee Changes

 

The Company announces that, as previously communicated, Matthew Key did not
stand for re-election as a Director at the Company's AGM held earlier today
and stepped down from the Board following the conclusion of the AGM.

 

Following Matthew's departure, Alan Stewart, Non-Executive Director, has been
appointed Chair of the Audit Committee with immediate effect.

 

The Company also announces that Alan Stewart has been appointed a member of
the Remuneration Committee with immediate effect.

 

Danuta Gray, a Non-Executive Director and Chair of the Remuneration Committee,
has been appointed as a member of the Audit Committee with immediate effect.

 

This disclosure is made in accordance with LR 9.6.11(3).

 

 

Resolution 13  - re-election of Antoine de Saint-Affrique as a Director of
the Company

 

The Board notes that Resolution 13 relating to Antoine de Saint-Affrique's
re-election to the Board was supported by 73.93% of shareholders and opposed
by 26.07% of shareholders who voted.

Following the 2022 AGM, Gerry Murphy, our Chair, wrote to significant
shareholders who had voted against Antoine's re-election inviting them to
enter into a dialogue with the Company in order for us to understand their
concerns more fully. We provided an update on this engagement on 10 January
2023 and enhanced our disclosures in the 2022/23 Annual Report to provide
additional insight into Antoine's other commitments and explain the Company's
position in more detail.

The Board is pleased that shareholders took up this opportunity to engage,
resulting in a lower percentage of votes against Antoine's re-election at this
year's AGM than in 2022 (33.84%).

Antoine is a committed Non-Executive Director who makes an effective and
valuable contribution to the Burberry Board. Antoine attended 100% of formal
meetings during FY 2023 as well as attending additional Board calls and
meetings during the year as required. The Board continues to believe Antoine
is able to devote sufficient time to discharge his duties as a Non-Executive
Director of Burberry, even in exceptionally demanding periods.

The Board will continue to engage with shareholders to understand and respond
to their views on this and other matters.

 

 

 

 

 Enquiries
 Gemma Parsons  Company Secretary  +44 (0)20 3367 4539

                                   Gemma.Parsons@burberry.com

 

This announcement does not constitute an invitation to underwrite, subscribe
for or otherwise acquire or dispose of any Burberry Group plc shares, in the
UK, or in the US, or under the US Securities Act 1933 or in any other
jurisdiction.

Burberry is listed on the London Stock Exchange (BRBY.L) and is a constituent
of the FTSE 100 index. ADR symbol OTC:BURBY.

BURBERRY, the Equestrian Knight Device, the Burberry Check and the Thomas
Burberry Monogram and Print are trademarks belonging to Burberry.

 

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