REG - Marks and Spencer Gp - Result of AGM

Marks and SpencerAnnouncement

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RNS Number : 2567P  Marks and Spencer Group PLC  01 July 2025

Marks and Spencer Group plc

Result of AGM

 

Marks and Spencer Group plc (the "Company") today, 1 July 2025, held its
Annual General Meeting. Resolutions 1 to 26 were passed by shareholders. The
results of the poll vote for each resolution are as follows:

 

 MARKS AND SPENCER GROUP PLC - AGM - 1 JULY 2025 - POLL RESULT

                                                                                       For (see note 1)          Against (see note 1)        Number of votes Withheld (See note 2)  Total Capital Instructed
 Resolution                                                                            No. of shares  %          No. of shares  %
 1           Receive Annual Report and Accounts                                        1,359,522,703  99.98      267,968        0.02         1,187,363                              66.18%
 2           Approve the Remuneration Report                                           1,293,591,998  95.07      67,029,977     4.93         366,446                                66.18%
 3           Approve the final dividend                                                1,360,848,752  99.99      85,747         0.01         55,036                                 66.18%
 4           Re-elect Archie Norman                                                    1,316,850,388  96.76      44,025,307     3.24         113,840                                66.18%
 5           Re-elect Stuart Machin                                                    1,359,951,071  99.93      894,137        0.07         143,508                                66.18%
 6           Re-elect Evelyn Bourke                                                    1,335,709,068  98.16      25,069,655     1.84         208,876                                66.18%
 7           Re-elect Fiona Dawson                                                     1,311,969,215  96.41      48,862,475     3.59         155,361                                66.18%
 8           Re-elect Ronan Dunne                                                      1,336,673,393  98.22      24,164,128     1.78         150,081                                66.18%
 9           Re-elect Tamara Ingram                                                    1,330,126,751  97.74      30,719,111     2.26         141,740                                66.18%
 10          Re-elect Justin King                                                      1,336,679,745  98.23      24,153,231     1.77         154,626                                66.18%
 11          Re-elect Cheryl Potter                                                    1,336,684,479  98.23      24,135,478     1.77         167,645                                66.18%
 12          Re-elect Sapna Sood                                                       1,196,021,858  88.16      160,682,793    11.84        4,282,951                              66.18%
 13          Elect Alison Dolan                                                        1,357,605,913  99.76      3,212,281      0.24         170,273                                66.18%
 14          Re-appoint Deloitte LLP as auditors                                       1,309,801,922  96.25      51,041,748     3.75         146,730                                66.18%
 15          Authorise Audit & Risk Committee to determine auditors' remuneration      1,331,103,671  97.81      29,783,960     2.19         101,655                                66.18%
 16          Authorise the Company, and its subsidiaries, to make political donations  1,326,386,984  97.47      34,426,950     2.53         176,415                                66.18%
 17          Authorise allotment of ordinary shares                                    1,297,299,630  95.33      63,541,166     4.67         147,625                                66.18%
 18          General disapplication pre-emption rights*                                1,305,445,445  95.94      55,265,640     4.06         270,199                                66.18%
 19          Additional disapplication of pre-emption rights*                          1,243,175,413  91.64      113,401,451    8.36         4,404,420                              66.18%
 20          Authorise purchase of own shares*                                         1,359,411,562  99.93      963,677        0.07         614,047                                66.18%
 21          Call general meetings on 14 days' notice*                                 1,294,115,116  95.10      66,737,286     4.90         135,884                                66.18%
 22          Renewal of Performance Share Plan                                         1,325,273,178  97.42      35,079,833     2.58         637,389                                66.18%
 23          Renewal of Deferred Share Bonus Plan                                      1,340,119,340  98.51      20,211,880     1.49         658,009                                66.18%
 24          Renewal of Restricted Share Plan                                          1,324,054,809  97.34      36,175,570     2.66         748,907                                66.18%
 25          Renewal of Executive Share Option Plan                                    1,308,266,344  96.17      52,065,007     3.83         656,846                                66.18%
 26          Increase non-executive director fee limit                                 1,355,719,741  99.64      4,916,834      0.36         348,974                                66.18%
 27          Shareholder requisitioned resolution*                                     412,590,184    30.70      931,429,499    69.30        16,968,087                             66.18%
 * Special Resolution
 NOTES:

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

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

3   Total number of shares in issue at 6.30pm on 27 June 2025 =
 2,056,392,699 shares. 66.18% of voting capital was instructed.

 

In accordance with UKLR 6.4.2(R), 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.

 

Resolution 27, which was requisitioned by a small group of shareholders
coordinated by ShareAction, was not passed but received 30.70% support. The
Board did not support this resolution, for the reasons set out in our Notice
of Meeting on page 207 of our Annual Report and Financial Statements.

 

Marks and Spencer is market leading in its employment practices and all
colleagues are paid the living wage or above and we attach great importance to
ensuring that subcontracted employees are appropriately paid and treated as
part of the M&S family.

 

The Board will consult further with shareholders on this topic, and an update
will be published in accordance with the UK Corporate Governance Code within
six months of today's meeting, with a final summary in the 2025/26 Annual
Report and Financial Statements.

 

Copies of our announcements are available on our website:
corporate.marksandspencer.com.

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