REG - Smith & Nephew Plc - Result of AGM

Smith & NephewAnnouncement

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RNS Number : 2837D  Smith & Nephew Plc  06 May 2026

6 May 2026

Smith & Nephew plc (the "Company")

The Company announces the results of the voting by poll on the resolutions put
to its Annual General Meeting ("AGM") held on 6(th) May 2026. All resolutions
proposed were passed by shareholders and the results of the polls are as
follows:

 

                                                                                                                                                                                           Percentage  of relevant shares

     Resolution                                                                     For/Discretion      Percentage For/Discretion   Against        Percentage   Total votes validly cast   in issue                         Withheld

                                                                                    (Number of          (%)                         (Number of     Against                                 (%)                              (Number of votes)

                                                                                    votes)                                          votes)         (%)
     Ordinary resolutions

 1   To receive the audited accounts                                                  701,720,687       99.83                        1,189,872     0.17         702,910,559                82.30                            13,251,682
 2   To approve the Directors' Remuneration Policy                                      426,166,391     59.70                        287,672,268   40.30        713,838,659                83.58                             2,323,582
 3   To approve the Directors' Remuneration Report (excluding Policy)                 691,628,922       96.61                        24,283,741    3.39         715,912,663                83.82                             249,578
 4   To declare a final dividend                                                      715,445,967       99.99                        36,145        0.01         715,482,112                83.77                             680,129
 5   To elect David King                                                              711,053,901       99.39                        4,354,464     0.61         715,408,365                83.77                             753,876
 6   To elect Garheng Kong                                                            701,473,365       98.07                        13,821,613    1.93         715,294,978                83.75                             867,263
 7   To elect Thérèse Esperdy                                                         703,540,788       98.34                        11,862,044    1.66         715,402,832                83.77                             759,409
 8   To re-elect Jo Hallas                                                            714,550,262       99.88                        845,741       0.12         715,396,003                83.76                             766,238
 9   To re-elect Simon Lowth                                                          702,056,850       98.14                        13,310,805    1.86         715,367,655                83.76                             794,586
 10  To re-elect John Ma                                                              713,860,807       99.79                        1,519,653     0.21         715,380,460                83.76                             781,781
 11  To re-elect Jeremy Maiden                                                        713,628,340       99.76                        1,742,012     0.24         715,370,352                83.76                             791,889
 12  To re-elect Katarzyna Mazur-   Hofsaess                                          712,983,859       99.67                        2,389,726     0.33         715,373,585                83.76                             788,656
 13  To re-elect Deepak Nath                                                          711,720,178       99.49                        3,660,635     0.51         715,380,813                83.76                             781,428
 14  To re-elect Marc Owen                                                             696,401,457      97.83                        15,432,721    2.17         711,834,178                83.35                             4,328,063
 15  To re-elect John Rogers                                                           708,060,904      98.98                        7,331,024     1.02         715,391,928                83.76                             770,313
 16  To re-elect Rupert Soames OBE                                                     601,978,910      84.15                        113,384,207   15.85        715,363,117                83.76                             799,124
 17  To re-elect Sybella Stanley                                                       673,036,740      94.08                        42,337,308    5.92         715,374,048                83.76                             788,193
 18  To re-appoint Deloitte LLP as the Auditor                                        715,341,630       99.98                        121,272       0.02         715,462,902                83.77                             729,339
 19  To authorise the Audit Committee to determine the remuneration of the Auditor    715,293,265       99.99                        96,821        0.01         715,390,086                83.76                             772,155
 20  To renew the authorisation of the Directors to allot shares                      677,769,352       94.75                        37,578,471    5.25         715,347,823                83.76                             814,418
 21  To approve the Performance Share Plan 2026                                       428,985,861       60.14                        284,276,034   39.86        713,261,895                83.51                             2,900,346

 22  To approve the Global Employee Share Purchase Plan 2026                          707,073,344       98.96                        7,404,046     1.04         714,477,390                83.66                             1,684,851

     Special resolutions

 23  To renew the Directors'authorityfor the disapplication of the pre-emption       668,343,773        93.44                       46,942,568     6.56         715,286,341                83.75                             875,900
     rights

 24  To renew the Directors' authority for the disapplication of the pre-emption     647,014,053        90.45                       68,316,209     9.55         715,330,262                83.76                             831,979
     rights for the purposes of acquisitions or other capital investments

 25  To renew the Directors' limited authority to make market purchases of the       713,488,644        99.89                        792,946       0.11         714,281,590                83.63                             1,880,651
     Company's own shares

 26  To authorise general meetings to be held on 14 clear days' notice               658,126,204        92.00                        57,266,491    8.00         715,392,695                83.76                             769,546

 27  To adopt new Articles                                                           714,042,172        99.82                        1,268,469     0.18         715,310,641                83.75                             851,600

     of Association

The Board is grateful for the engagement of shareholders and proxy agencies in
our extensive consultation exercise ahead of the AGM and is pleased that all
resolutions were passed at today's Annual General Meeting. The Board notes
that, although they were approved, Resolution 2 on the Directors' Remuneration
Policy and Resolution 21 on the Performance Share Plan received less than 80%
support and accordingly we will continue to engage with shareholders and proxy
advisers, and provide an update on further consultations within six months of
today's AGM in accordance with the UK Corporate Governance Code.

The number of ordinary shares in issue on 1 May 2026 at 6pm (excluding shares
held in Treasury) was 854,049,145. 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.

 

In accordance with Listing Rule 6.4.2, a copy of the resolutions, passed as
Special Business, will be submitted to the FCA National Storage Mechanism and
will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://nam11.safelinks.protection.outlook.com/?url=https%3A%2F%2Fdata.fca.org.uk%2F%23%2Fnsm%2Fnationalstoragemechanism&data=05%7C02%7CMeera.Parmar%40smith-nephew.com%7C80efd5ec2bd940fca16b08dea6b03819%7C273106dc287842ebb7c8069dcf334687%7C0%7C0%7C639131472950535470%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=RjngA88QTuA9ht40bBKgRBMy2N4sVps9bi0f%2Fwry4yQ%3D&reserved=0)

 

 

 

Helen Barraclough

Company Secretary

Smith & Nephew plc

Tel: +44 (0)1923 477100

 

LEI: 213800ZTMDN8S67S1H61

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