REG - WH Smith PLC - Result of AGM
RNS Number : 3608MWH Smith PLC20 January 202120 January 2021
WH SMITH PLC
Result of Annual General Meeting
All resolutions approved
WH Smith PLC held its Annual General Meeting for shareholders at 11.30am today, 20 January 2021. The following table shows the results of the poll on all 18 resolutions:
Resolution
Votes
For
%
Votes Against
%
Votes Total
% of ISC Voted
Votes Withheld
1
To receive the reports and accounts
105,543,388
99.55
480,903
0.45
106,024,291
81.02
1,869,619
2
To approve the remuneration report
66,038,774
67.43
31,894,173
32.57
97,932,947
74.83
9,959,963
3
To approve the rules of the WH Smith US ESPP
107,453,778
99.73
292,419
0.27
107,746,197
82.33
147,713
4
To re-elect Carl Cowling
101,835,367
94.55
5,872,956
5.45
107,708,323
82.30
185,587
5
To elect Nicky Dulieu
106,765,066
99.12
944,237
0.88
107,709,303
82.30
184,607
6
To re-elect Annemarie Durbin
98,030,165
91.01
9,678,352
8.99
107,708,517
82.30
185,393
7
To re-elect Simon Emeny
100,479,660
93.29
7,227,428
6.71
107,707,088
82.30
186,812
8
To re-elect Robert Moorhead
105,706,923
98.38
1,738,675
1.62
107,445,598
82.10
448,312
9
To re-elect Henry Staunton
97,540,083
91.55
9,001,549
8.45
106,541,632
81.41
1,352,278
10
To re-elect Maurice Thompson
100,479,355
93.29
7,226,964
6.71
107,706,319
82.30
186,109
11
To re-appoint PricewaterhouseCoopers LLP as auditors
104,923,357
97.78
2,383,681
2.22
107,307,038
82.00
586,872
12
To authorise the Audit Committee of the Board to determine the auditors' remuneration
104,379,652
97.32
2,873,773
2.68
107,253,425
81.95
640,485
13
Authority to make political donations
106,951,475
99.32
734,207
0.68
107,685,682
82.28
208,228
14
Authority to allot shares
99,108,724
91.98
8,638,287
8.02
107,747,011
82.33
146,590
15
Authority to disapply pre-emption rights
106,109,751
99.52
509,017
0.48
106,618,768
81.47
1,273,455
16
Authority to disapply pre-emption rights up to a further 5 per cent for acquisitions or specified capital investments
105,628,598
99.07
989,469
0.93
106,618,067
81.47
1,275,843
17
Authority to make market purchases of ordinary shares
106,191,351
99.07
992,201
0.93
107,183,552
81.90
710,358
18
Authority to call general meetings on 14 clear days' notice
105,705,200
98.14
2,002,974
1.86
107,708,174
82.30
185,736
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 proportion of the votes "for" and "against" a resolution.
3. At the date of the AGM the issued share capital of the Company is 130,869,582 ordinary shares.
Resolution 2 - Directors' remuneration report
We note that while Resolution 2 to approve the Directors' Remuneration Report was passed, we acknowledge that a significant minority of shareholders, 33%, chose not to support this resolution. The Board understands that shareholders' primary concern was the salary increase of £25,000 which Mr Cowling received on 1 July 2020 which was previously disclosed to shareholders in the 2019 Remuneration Report.
Our 2019 Remuneration Report explained that, in accordance with best practice, Mr Cowling's salary on his appointment as Group Chief Executive was set at a lower level than his predecessor. The Remuneration Committee agreed that Mr Cowling's salary would increase by £25,000 per annum, subject to performance, in each of the next three years following his appointment. The Remuneration Committee believed that Mr Cowling's performance since his appointment merited the first increase in his salary with effect from 1 July 2020. Mr Cowling chose to donate this pay increase to a charity, the Trussell Trust, until October 2020. We confirm that our executive remuneration arrangements are fully in line with our Directors' Remuneration Policy which was approved by over 96% of shareholders at our 2019 Annual General Meeting.
Prior to today's Annual General Meeting, we engaged with a number of shareholders on our executive remuneration arrangements and, as a result, we confirm that the previously announced increase in Carl Cowling's salary in April 2021 will be postponed until such time as the Remuneration Committee believes that it would be appropriate to implement, but it is unlikely to do so in the financial year ending 31 August 2021. We confirm that we will continue to actively engage with shareholders on executive remuneration to ensure their views are fully understood during 2021.
Board changes
As previously announced, Suzanne Baxter did not stand for re-election at the AGM. Following Suzanne Baxter stepping down as a non-executive director, Nicky Dulieu has been appointed as Chair of the Audit Committee.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
I Houghton
Company Secretary
-Ends-
Enquiries:
WH Smith PLC
Mark Boyle Investor Relations 07879 897687
Nicola Hillman Media Relations 01793 563354
Brunswick
Tim Danaher 020 7404 5959
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