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RNS Number : 6494W Burberry Group PLC 16 July 2024
BURBERRY GROUP PLC
(the "Company")
Result of Annual General Meeting 2024
16 July 2024
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 by shareholders, 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 22 as Special Resolutions. The full text of each resolution is set out in
the Notice of 2024 Annual General Meeting (the "Notice"), which is available
on the Burberry Group plc website at https://www.burberryplc.com/AGM2024
(https://www.burberryplc.com/AGM2024) .
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 30 285,031,751 99.74 754,225 0.26 285,785,976 79.70 220,108
March 2024.
2. To approve the Directors' Remuneration Report for the year ended 30 March 248,439,893 86.88 37,506,163 13.12 285,946,056 79.74 60,026
2024.
3. To declare a final dividend for the year ended 30 March 2024. 285,912,174 99.98 45,940 0.02 285,958,114 79.75 47,970
4. To re-elect Dr Gerry Murphy as a Director of the Company. 258,882,919 95.06 13,460,768 4.94 272,343,687 75.95 13,662,394
5. To re-elect Jonathon Akeroyd as a Director of the Company.*** WITHDRAWN ON 15 JULY 2024
6. To re-elect Orna NíChionna as a Director of the Company. 277,359,713 97.00 8,575,099 3.00 285,934,812 79.74 71,270
7. To re-elect Fabiola Arredondo as a Director of the Company. 273,770,383 95.75 12,161,752 4.25 285,932,135 79.74 73,947
8. To re-elect Sam Fischer as a Director of the Company. 277,349,646 97.00 8,583,430 3.00 285,933,076 79.74 73,006
9. To re-elect Ron Frasch as a Director of the Company. 275,926,513 96.50 10,006,174 3.50 285,932,687 79.74 73,395
10. To re-elect Danuta Gray as a Director of the Company. 256,894,261 89.84 29,039,087 10.16 285,933,348 79.74 72,733
11. To re-elect Antoine de Saint-Affrique as a Director of the Company. 218,147,817 76.29 67,783,924 23.71 285,931,741 79.74 74,338
12. To re-elect Alan Stewart as a Director of the Company. 279,401,767 97.72 6,531,109 2.28 285,932,876 79.74 73,205
13. To elect Kate Ferry as a Director of the Company. 284,064,087 99.35 1,870,393 0.65 285,934,480 79.74 71,604
14. To elect Alessandra Cozzani as a Director of the Company. 285,524,575 99.86 409,121 0.14 285,933,696 79.74 72,388
15. To re-appoint Ernst & Young LLP as auditor of the Company. 284,569,064 99.52 1,365,449 0.48 285,934,513 79.74 71,571
16. To authorise the Audit Committee of the Company to determine the auditor's 285,806,183 99.95 148,004 0.05 285,954,187 79.75 51,897
remuneration.
17. To authorise political donations by the Company and its subsidiaries. 280,370,882 98.42 4,506,793 1.58 284,877,675 79.45 1,128,407
18. To authorise the Directors to allot shares. 275,225,709 97.72 6,425,804 2.28 281,651,513 78.55 4,354,571
19. To renew the Directors' authority to disapply pre-emption rights. (Special 284,286,706 99.42 1,655,810 0.58 285,942,516 79.74 63,568
Resolution)
20. To grant the Directors' additional authority to disapply pre-emption rights 278,960,824 99.05 2,688,928 0.95 281,649,752 78.55 4,356,332
for the purposes of acquisitions or specified capital investments. (Special
Resolution)
21. To authorise the Company to purchase its own Ordinary Shares. 284,489,234 99.51 1,397,850 0.49 285,887,084 79.73 119,000
(Special Resolution)
22. To authorise the Directors to call general meetings (other than an AGM) on not 269,991,987 95.86 11,664,502 4.14 281,656,489 78.55 4,349,591
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.
*** As announced on 15 July 2024, Resolution 5 to re-elect Jonathan Akeroyd as
a Director of the Company was withdrawn on that date. The withdrawal of
Resolution 5 did not affect the validity of the Notice, the proxy form or any
proxy votes already submitted on the other resolutions. The numbering of all
other proposed resolutions at the AGM remained unchanged. Any votes cast in
relation to Resolution 5 ahead of the AGM were of no effect.
Every shareholder has one vote for every Ordinary Share held. As at 6.30pm on
12 July 2024, the issued share capital of the Company consisted of 363,816,314
Ordinary Shares. The Company holds 5,232,720 shares in Treasury. Therefore,
the total number of voting rights in Burberry Group plc as at 12 July 2024 was
358,583,594.
In accordance with Listing Rule 9.6.2, copies of all the resolutions passed,
other than those concerning 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 Change
As previously communicated, Debra Lee 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.
Resolution 11 - re-election of Antoine de Saint-Affrique as a Director of the
Company
The Board notes that Resolution 11 relating to Antoine de Saint-Affrique's
re-election to the Board was supported by 76.29% of shareholders and opposed
by 23.71% of shareholders who voted.
Following the 2023 AGM, Gerry Murphy, our Chair, wrote again to significant
shareholders who had voted against Antoine's re-election in order to
understand their concerns more fully. We provided an update on this engagement
on 11 January 2024 and included additional information on Antoine's other
commitments and his exemplary attendance record, as well as the introduction
of a new policy on Board time commitments, in the 2023/24 Annual Report.
The Board has monitored the position closely and is satisfied that Antoine is
able to devote sufficient time to his role as Non-Executive Director of
Burberry. However, the Board recognises that certain shareholders continue to
have concerns and will re-engage with them to understand and respond to their
views.
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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