REG - Tesco PLC - Result of AGM

TescoAnnouncement

17/06/2022 17:00

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RNS Number : 3675P  Tesco PLC  17 June 2022

Tesco PLC

 

17 June 2022

 

Tesco PLC - Results of AGM

 

Tesco PLC held its Annual General Meeting on Friday 17 June 2022 at 2:00 p.m.
 All resolutions proposed were passed by shareholders. A poll was held on
each of the resolutions proposed.  The results of the polls are as follows:

 
                                                                                     VOTES          %       VOTES AGAINST  %      TOTAL VOTES    % ISSUED        VOTES WITHHELD

FOR

                                                                                                                                  VALIDLY CAST   SHARE CAPITAL
 1   To receive the report and accounts                                              5,533,201,278  100.00  238,631        0.00   5,533,439,909  73.67%          70,885,741
 2   To approve the Directors' remuneration policy                                   5,147,774,233  91.98   448,770,044    8.02   5,596,544,277  74.51%          7,776,447
 3   To approve the Directors' remuneration report                                   5,166,112,551  92.22   435,857,530    7.78   5,601,970,081  74.59%          2,350,578
 4   To declare a final dividend                                                     5,601,439,521  99.98   1,314,021      0.02   5,602,753,542  74.60%          1,569,692
 5   To re-elect John Allan as a Director                                            5,118,678,207  91.37   483,387,983    8.63   5,602,066,190  74.59%          2,258,484
 6   To re-elect Melissa Bethell as a Director                                       5,599,359,867  99.95   2,567,162      0.05   5,601,927,029  74.58%          2,392,587
 7   To re-elect Bertrand Bodson as a Director                                       3,925,294,116  70.71   1,625,682,078  29.29  5,550,976,194  73.91%          53,343,300
 8   To re-elect Thierry Garnier as a Director                                       5,528,480,470  99.88   6,854,600      0.12   5,535,335,070  73.70%          68,979,284
 9   To re-elect Stewart Gilliland as a Director                                     5,412,760,790  96.62   189,207,412    3.38   5,601,968,202  74.59%          2,348,609
 10  To re-elect Byron Grote as a Director                                           5,188,802,296  92.62   413,188,604    7.38   5,601,990,900  74.59%          2,325,240
 11  To re-elect Ken Murphy as a Director                                            5,599,871,230  99.96   2,173,302      0.04   5,602,044,532  74.59%          2,278,676
 12  To re-elect Imran Nawaz as a Director                                           5,582,314,438  99.65   19,648,474     0.35   5,601,962,912  74.59%          2,355,404
 13  To re-elect Alison Platt as a Director                                          5,317,636,945  94.92   284,423,088    5.08   5,602,060,033  74.59%          2,256,387
 14  To re-elect Lindsey Pownall as a Director                                       5,533,818,670  99.97   1,552,344      0.03   5,535,371,014  73.70%          68,943,892
 15  To re-elect Karen Whitworth as a Director                                       5,600,596,623  99.97   1,437,727      0.03   5,602,034,350  74.59%          2,276,182
 16  To reappoint the auditors                                                       5,530,907,538  99.92   4,491,480      0.08   5,535,399,018  73.70%          68,918,053
 17  To authorise the Audit Committee to determine the auditors' remuneration        5,598,200,298  99.93   4,034,546      0.07   5,602,234,844  74.59%          2,079,196
 18  To authorise political donations by the Company and its subsidiaries            5,444,793,973  97.18   157,975,046    2.82   5,602,769,019  74.60%          1,546,158
 19  To authorise the Directors to allot shares                                      4,966,303,301  88.64   636,475,708    11.36  5,602,779,009  74.60%          1,513,220
 20  To authorise the Directors to disapply pre-emption rights*                      5,196,739,007  92.85   400,351,779    7.15   5,597,090,786  74.52%          7,225,206
 21  To authorise the Directors to disapply pre-emption rights for acquisitions and  5,046,619,746  90.17   550,470,865    9.83   5,597,090,611  74.52%          7,215,547
     other capital investment*
 22  To authorise the Company to purchase its own shares*                            5,495,401,729  98.19   101,354,548    1.81   5,596,756,277  74.52%          7,563,767
 23  To authorise a 14 day notice period for general meetings*                       5,263,512,191  93.95   338,775,001    6.05   5,602,287,192  74.59%          2,028,429

 

*Special resolutions

 

 

 

 

 

While the Board is pleased that all other resolutions were carried with large
majorities, the Board was disappointed with the level of votes cast against
Resolution 7, the re-election of Bertrand Bodson, which received 70.71%
approval.

 

The Board unanimously supports Bertrand's re-election and confirms that he
continues to make an effective and valuable contribution to the Board and
Corporate Responsibility Committee.  Throughout the year Bertrand has
demonstrated his commitment to the Company and the ability to dedicate
sufficient time to his duties, with 100% attendance record for Board and
Committee meetings. Bertrand continues to bring exceptional leadership and
business expertise, with significant knowledge of digital and technology
matters which deepens and enriches the overall set of skills and experience
available to the Board.

 

The Nominations and Governance Committee carefully monitors all directors'
external time commitments and would take appropriate action should concerns be
identified that could impact on their ability to devote sufficient time to
their duties at the Company. The Board believes that all directors, including
Bertrand, continue to devote the required amount of time in discharging their
responsibilities as directors of the Company.

 

Following the AGM, the Board will continue to engage with shareholders to
discuss any ongoing concerns but we understand that this was primarily driven
by the votes of some shareholders who applied a more stringent voting policy
on directors' external commitments, despite his exemplary attendance record
and the value he adds to the Board through his expertise and experience.

 

We will publish an update on our engagement, in accordance with the UK
Corporate Governance Code, within six months of the 2022 AGM.

 

 

Notes

 

Results of the poll can also be viewed on the Company's website:
https://www.tescoplc.com/investors/shareholder-centre/shareholder-meetings/
(https://www.tescoplc.com/investors/shareholder-centre/shareholder-meetings/)

 

Please note a 'vote withheld' is not a vote under English law and is not
counted in the calculation of votes 'for' and 'against' a resolution.

 

The total number of ordinary shares in issue on 15 June 2022 at 6.30pm was
7,510,821,405. Shareholders are entitled to one vote per share.

 

In accordance with Listing Rule 9.6.2 copies of the resolutions (other than
those relating to ordinary 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://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

 

 

 

Enquiries:

 

Group Company Secretary         Robert Welch    +44 (0) 7793 222569

 

Tesco PLC

Tesco House

Shire Park

Kestrel Way

Welwyn Garden City

Hertfordshire

AL7 1GA

 

 

LEI Number: 2138002P5RNKC5W2JZ46

 

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