REG - St. James's Place - Result of AGM

St James's PlaceAnnouncement

18/05/2023 13:30

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RNS Number : 9280Z  St. James's Place PLC  18 May 2023

St. James's Place plc ("SJP plc")

Result of Annual General Meeting ("AGM")

SJP plc's AGM was held on Thursday, 18 May 2023 at 11.00am at The Royal
Aeronautical Society, 4 Hamilton Place, London, W1J 7BQ.

The results of the polls on all resolutions put to the meeting are set out
below.

     Resolution                                                                      Votes For      %      Votes Against  %      Total votes validly cast  % of relevant shares in issue  Votes Withheld
 1   To receive the Company's annual accounts and reports                             432,232,652   99.85   668,467       0.15    432,901,119              78.92                          210,232

     of the Directors and auditors
 2   To declare a final dividend                                                      426,391,894   98.45   6,718,098     1.55    433,109,992              78.96                          1,359
 3   To receive and approve the 2023 Directors' Remuneration                         421,579,842    97.35  11,475,885     2.65    433,055,727              78.95                          54,287

     Policy
 4   To receive and approve the Directors' Remuneration Report                        334,253,454   77.85  95,081,071     22.15   429,334,525              78.27                          3,775,589

 5   To re-elect Andrew Croft as a Director                                           432,952,218   99.96   153,425       0.04    433,105,643              78.96                          5,308
 6   To re-elect Craig Gentle as a Director                                          431,573,872    99.65   1,507,936     0.35    433,081,808              78.96                          27,936
 7   To re-elect Emma Griffin as a Director                                           427,768,693   98.92   4,657,400     1.08    432,426,093              78.84                          684,988
 8   To re-elect Rosemary Hilary as a Director                                        425,956,479   98.50   6,469,613     1.50    432,426,092              78.84                          684,989
 9   To re-elect Lesley-Ann Nash as a Director                                        428,449,398   98.95   4,531,695     1.05    432,981,093              78.94                          129,988

 10  To re-elect Paul Manduca as a Director                                           386,717,824   90.94   38,539,018    9.06    425,256,842              77.53                          7,854,239
 11  To re-elect John Hitchins as a Director                                          432,633,905   99.92   344,855       0.08   432,978,760               78.94                          130,984
 12  To elect Dominic Burke as a Director                                            432,952,590    99.99   26,693        0.01    432,979,283              78.94                          131,798
 13  To re-appoint PwC as the Auditors of the Company                                 413,377,378   95.57   19,171,249    4.43    432,548,627              78.86                          562,824
 14  To authorise the Group Audit Committee to determine the Auditors' remuneration  419,633,458    96.89  13,462,917     3.11   433,096,375               78.96                          13,739

 15  To authorise the Directors to allot shares                                      427,154,532    98.63  5,925,761      1.37   433,080,293               78.96                          29,158
 16  To authorise the Directors to disapply pre-emption rights                       431,221,459    99.58  1,830,831      0.42   433,052,290               78.95                          57,824

 17  To authorise the Company to purchase its own shares                             428,935,580    99.05  4,130,042      0.95   433,065,622               78.95                          45,829

 18  To authorise the calling of general meetings on 14 clear days' notice           410,973,418    94.89  22,132,804     5.11   433,106,222               78.96                          5,229

The number of Ordinary Shares in issue as at 6.00pm on 16 May 2023 was
548,504,069.  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.

 

Resolutions 1 to 15 were passed as Ordinary Resolutions and Resolutions 16 to
18 were passed as Special Resolutions.

The full text of the resolutions can be found in the Notice of Meeting, which
is available on the Company's website at
www.sjp.co.uk/shareholders/shareholder-meetings
(http://www.sjp.co.uk/shareholders/shareholder-meetings) .

 

Resolution 4: Directors' Remuneration Report

 

While the Board is pleased that all resolutions were carried with large
majorities, it notes that resolution 4 to approve the Directors' Remuneration
Report, received c.22% of votes against.

The Board is committed to continuing our engagement with shareholders to
understand the views of those who voted against resolution 4 and will consult
with them over the next few months to listen carefully to feedback and
determine any next steps.

In accordance with the UK Corporate Governance Code, a further statement will
be published detailing the outcome of the shareholder engagement, including
any actions taken as a result, within six months and a final summary will be
included in the Company's 2023 Annual Report.

Board changes

 

Following the Annual General Meeting, Simon Jeffreys and Roger Yates stepped
down as Directors of the Company. The Board confirms that Dominic Burke was
appointed as Senior Independent Director of St. James's Place plc on 18 May
2023.  The Board has also approved the following changes to the composition
of its Committees:

 

·      Subject to regulatory approval, Emma Griffin will be appointed as
Chair of the Group Remuneration Committee and John Hitchins as Chair of the
Group Audit Committee;

·      Dominic Burke will join the Group Remuneration Committee with
effect from 18 May 2023; and

·      Dominic Burke, Emma Griffin and John Hitchins will join the Group
Nomination and Governance Committee with effect from 18 May 2023.

 

The Board would like to place on record its appreciation and gratitude for the
contributions of Simon Jeffreys and Roger Yates during their time on the
Board. The Board and the wider SJP Community wish them well in their future
endeavors.

 

In accordance with paragraph 9.6.2R of the Listing Rules, SJP plc will submit
copies of the Resolutions passed at the meeting (other than Resolutions
concerning ordinary business) to the FCA 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)

 

Jonathan Dale

Company Secretary
Tel: +44 (0)1285 717237

18 May 2023

 

Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on this announcement (or any other website) is
incorporated into, or forms part of, this announcement.

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