REG - Smith & Nephew Plc - Result of AGM

Smith & NephewAnnouncement

09/04/2020 14:40

RNS Number : 4175J
  
Smith & Nephew Plc
  
09 April 2020
  
 

9 April 2020
Smith & Nephew plc (the "Company")
In accordance with the arrangements announced on 6 April 2020, the Company held its Annual General Meeting ("AGM") at 2:00pm today, Thursday 9 April 2020.
The meeting took place, reduced to the minimum necessary quorum of two shareholders, facilitated by the Company. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting. The final results of which, for each resolution put to the meeting, were as follows: 
 



Resolution


 
For/Discretion
(Number of
votes)


 
Percentage For/Discretion 
(%)


 
Against
(Number of
votes)


 
Percentage 
Against 
(%)


Total votes validly cast


Percentage  of relevant shares
in issue
(%)


Withheld
(Number of votes)




Ordinary resolutions 
 
































1. To receive the audited accounts


685,141,328


99.98


128,444


0.02


685,269,772


78.3


7,674,991




2. To approve the Directors' Remuneration Policy


676,749,445


97.71


15,843,720


2.29


692,593,165


79.18


352,762




3. To approve the Directors' Remuneration Report (excluding Policy)


681,744,061


98.43


10,850,266


1.57


692,594,327


79.18


351,642




4. To declare a final dividend


691,924,436


99.88


798,153


0.12


692,722,589


79.19


222,617




5. To re-elect Graham Baker


Resolution not put to the meeting.




6. To re-elect Vinita Bali


591,473,788


94.09


37,131,758


5.91


628,605,546


71.86


64,323,577




7.  To re-elect The Rt. Hon Baroness Virginia Bottomley of Nettlestone DL


690,708,099


99.72


1,917,540


0.28


692,625,639


79.18


301,887




8. To re-elect Roland Diggelmann


688,112,446


99.87


898,148


0.13


689,010,594


78.77


3,802,261




9. To re-elect Erik Engstrom


689,606,693


99.57


2,961,912


0.43


692,568,605


79.18


280,058




10. To re-elect Robin Freestone


678,289,890


97.94


14,292,677


2.06


692,582,567


79.18


266,075




11. To re-elect Marc Owen


688,512,909


99.92


584,553


0.08


689,097,462


78.78


3,751,180




12. To re-elect Angie Risley


691,320,408


99.82


1,256,664


0.18


692,577,072


79.18


271,192




13. To re-elect Roberto Quarta


683,809,628


98.74


8,747,846


1.26


692,557,474


79.18


290,937




14. To re-appoint the Auditor  


689,101,456


99.99


101,758


0.01


689,203,214


78.79


3,741,192




15.  To authorise the Directors to determine the remuneration of the Auditor


692,625,608


99.99


81,717


0.01


692,707,325


79.19


235,374




16. To approve the Smith & Nephew Global Share Plan 2020


685,778,151


99.01


6,872,916


0.99


692,651,067


79.19


256,333




17. To renew the Directors' authority to allot shares


660,816,988


95.39


31,905,973


4.61


692,722,961


79.20


208,851




Special resolutions
 
































18. To renew the Directors' authority for the disapplication of the pre-emption rights 


682,047,234


98.46


10,643,771


1.54


692,691,005


79.19


254,025




19. To renew the Directors' authority for the disapplication of the pre-emption rights for the purposes of acquisitions or other capital investments


677,240,484


97.77


15,466,978


2.23


692,707,462


79.19


236,741




20. To renew the Directors' limited authority to make market purchases of the Company's own shares 


683,625,602


98.70


8,978,801


1.30


692,604,403


79.18


327,113




21. To authorise general meetings to be held on 14 clear days' notice


646,811,375


93.80


42,770,533


6.20


689,581,908


78.84


3,366,278



 
The number of ordinary shares in issue on 7 April 2020 at 6pm (excluding shares held in Treasury) was 874,705,003. Shareholders are entitled to one vote per share.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
 
A copy of the Resolutions passed as Special Business at the Annual General Meeting is being submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism document viewing facility at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism  
 
In accordance with LR 9.6.11 R and in deviation to the effective date stated in the announcement made on 5 March 2020, resolution 5 was not put to the Meeting and Graham Baker did not stand for re-election as a Director. Graham therefore stood down from the Board with effect from the conclusion of the AGM but will remain an employee of the Company until 30 April 2020.
 
In accordance with section 430(2B) of the Companies Act 2006, the Company re-confirms that Graham Baker will be paid in accordance with the Company's Remuneration Policy and the terms of his service agreement. He will continue to receive his salary, benefits and pension contributions in the normal way up to 30 April 2020 and all unvested awards under the Performance Share Programme and the Equity Incentive Programme will lapse on his leaving the Company. No other remuneration payment or payment for loss of office will be made in connection with his departure.
 
As announced on 5 March 2020, Smith & Nephew plc confirms that at the conclusion of today's AGM, Rick Medlock joined the Board and Audit Committee.
 
 
Susan Swabey 
Company Secretary
Smith & Nephew plc
Tel:  +44 (0)1923 477317


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