REG - Marks and Spencer Gp - Result of AGM

Marks and SpencerAnnouncement

05/07/2022 15:15

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RNS Number : 4087R  Marks and Spencer Group PLC  05 July 2022

Marks and Spencer Group PLC

AGM Results

 

Marks & Spencer today held its third fully digitally enabled shareholder
meeting broadcast from Waterside House, London. At a time when market-wide AGM
attendance has been declining, the pioneering format saw M&S shareholder
participation increase to 1,687 compared to 1,664 last year. Overall, the
digital format has enabled M&S to treble private shareholder engagement
levels compared to its last in-person meeting hosted in 2019. A recording of
the meeting is available to view on our corporate website here:
https://corporate.marksandspencer.com/AGM2022

 

The Board is pleased that all resolutions were carried with substantial
support and has noted that the Advisory note on the Directors' Remuneration
Report received 70.89% of votes in favour.

 

M&S has been proactively talking to our larger shareholders about this
subject and we are aware of the reasons why some shareholders voted against
the resolution on the Remuneration Report. However, the Board is convinced
that the majority of shareholders were right in their judgement on this issue.

 

The Board strongly believes that it has acted in shareholders' interests and
consistent with the values and integrity of the business in relation to Steve
Rowe's remuneration. Steve served 37 years with the business, the last six
years as Chief Executive Officer. Three weeks prior to the 2022 financial
year-end we announced that he would be standing down at the results
announcement, as part of a planned succession process that he helped to plan,
handing the leadership to a team that he recruited. He worked full time and
with total energy as Chief Executive Officer well beyond the end of the
financial year.

 

All eligible colleagues have received a bonus this year, the first since 2017,
in recognition of the strong financial performance in the year. It would have
been wholly wrong to exclude Steve from this as the performance was delivered
under his leadership. To have denied him the bonus because he helped support
an orderly and organised succession that was announced just three weeks before
the year-end would have shown bad faith to a great servant of the business and
would not have been in any way in shareholders' interests.

 

Following the AGM the Remuneration Committee intends to engage further with
shareholders to understand the concerns expressed by the minority. An update
on this engagement will be published in accordance with the UK Corporate
Governance Code within six months of today's meeting. In the standard
three-year cycle of approval, our Remuneration Policy is due to be reviewed
and presented to shareholders at the 2023 AGM.

 

In accordance with Listing Rule 9.6.2, copies of the resolutions that do not
constitute ordinary business at an annual general meeting have been submitted
to the National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Copies of our announcements are available on our website,
corporate.marksandspencer.com/investors.

 

 

 MARKS AND SPENCER GROUP PLC - AGM - 5 JULY 2022 - POLL RESULT

                                                                                       For (see note 2)          Against (see note 2)        Number of votes Withheld (See note 3)  Total Capital Instructed
 Resolution                                                                            No. of shares  %          No. of shares  %
 1           Receive Annual Reports and Accounts                                       1,339,451,971  99.99      157,191        0.01         1,411,785                              68.28%
 2           Approve the Remuneration Report                                           930,901,466    70.89      382,304,226    29.11        27,809,219                             68.28%
 3           Re-elect Archie Norman                                                    1,288,556,149  96.10      52,271,066     3.90         204,180                                68.28%
 4           Re-elect Eoin Tonge                                                       1,335,843,323  99.63      4,958,347      0.37         251,353                                68.28%
 5           Re-elect Evelyn Bourke                                                    1,176,809,541  87.77      163,959,382    12.23        283,901                                68.28%
 6           Re-elect Fiona Dawson                                                     1,326,480,850  98.93      14,279,272     1.07         290,202                                68.28%
 7           Re-elect Andrew Fisher                                                    1,316,596,126  98.20      24,159,878     1.80         272,212                                68.28%
 8           Re-elect Andy Halford                                                     1,305,732,873  97.39      35,035,074     2.61         282,857                                68.28%
 9           Re-elect Tamara Ingram                                                    1,318,085,555  98.31      22,646,240     1.69         292,311                                68.28%
 10          Re-elect Justin King                                                      1,326,501,796  98.93      14,310,651     1.07         240,759                                68.28%
 11          Re-elect Sapna Sood                                                       1,326,415,831  98.93      14,330,957     1.07         277,318                                68.28%
 12          Elect Stuart Machin                                                       1,340,304,101  99.96      475,033        0.04         267,080                                68.28%
 13          Elect Katie Bickerstaffe                                                  1,337,195,657  99.73      3,583,671      0.27         269,386                                68.28%
 14          Re-appoint Deloitte LLP as auditor                                        1,330,455,419  99.90      1,384,747      0.10         9,206,048                              68.28%
 15          Authorise Audit Committee to determine auditors' remuneration             1,339,612,877  99.91      1,217,059      0.09         214,229                                68.28%
 16          Authorise the Company, and its subsidiaries, to make political donations  1,268,497,930  94.75      70,333,790     5.25         2,214,494                              68.28%
 17          Authorise allotment of ordinary shares                                    1,313,858,056  97.99      26,945,573     2.01         242,585                                68.28%
 18          General disapplication pre-emption rights*                                1,336,141,058  99.66      4,508,799      0.34         394,992                                68.28%
 19          Additional disapplication of pre-emption rights*                          1,279,181,425  95.41      61,473,173     4.59         390,251                                68.28%
 20          Authorise purchase of own shares*                                         1,328,435,544  99.19      10,854,595     0.81         1,755,985                              68.28%
 21          Call general meetings on 14 days' notice*                                 1,256,405,720  94.41      74,404,099     5.59         226,395                                67.77%
 22          Renewal of Share Incentive Plan                                           1,340,136,466  99.96      543,524        0.04         366,224                                68.28%
 23          Section 190 transaction                                                   1,340,023,164  99.97      414,688        0.03         606,997                                68.28%
 * Special Resolution
 NOTES:

1   All resolutions were passed.

2   Votes "For" and "Against" are expressed as a percentage of votes
 received.

3   A "Vote withheld" is not a vote in law and is not counted in the
 calculation of the votes "For" or "Against" a resolution.

4   Total number of shares in issue at 6.30pm on 4 July 2022 = 1,964,019,744
 shares. 68.28% of voting capital was instructed.

 

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