REG - WH Smith PLC - Result of AGM

WH SmithAnnouncement

19/01/2022 16:05

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RNS Number : 9995Y  WH Smith PLC  19 January 2022

19 January 2022

 

 

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, 19 January 2022.  The following table shows the results of the poll on
all 18 resolutions:

 

 Resolution                                                                        Votes        %       Votes Against  %       Votes Total  % of ISC Voted  Votes Withheld

                                                                                   For
 1       To receive the reports and accounts                                       109,734,659  99.99%  6,611          0.01%   109,741,270  83.83%          2,998,707
 2       To approve the remuneration report                                        52,332,420   54.40%  43,861,419     45.60%  96,193,839   73.48%          16,546,138
 3       To approve the remuneration policy                                        99,470,149   88.36%  13,100,796     11.64%  112,570,945  85.99%          169,032
 4       To elect Kal Atwal                                                        112,125,417  99.59%  466,586        0.41%   112,592,003  86.01%          147,974

 5       To re-elect Carl Cowling                                                  106,486,091  94.58%  6,106,398      5.42%   112,592,489  86.01%          147,488

 6       To re-elect Nicky Dulieu                                                  111,106,840  98.68%  1,487,201      1.32%   112,594,041  86.01%          145,936

 7       To re-elect Simon Emeny                                                   112,051,313  99.52%  542,992        0.48%   112,594,305  86.01%          145,672
 8       To re-elect Robert Moorhead                                               109,698,595  97.63%  2,657,925      2.37%   112,356,520  85.83%          383,457
 9       To re-elect Henry Staunton                                                103,686,736  92.09%  8,906,927      7.91%   112,593,663  86.01%          146,314
 10      To re-elect Maurice Thompson                                              44,070,497   78.20%  12,286,760     21.80%  56,357,257   43.05%          56,382,720
 11      To re-appoint PricewaterhouseCoopers LLP as auditors                      112,052,885  99.52%  541,821        0.48%   112,594,706  86.01%          145,271
 12      To authorise the Audit Committee of the Board to determine the auditors'  112,260,672  99.70%  336,346        0.30%   112,597,018  86.01%          142,959
         remuneration
 13      Authority to make political donations                                     109,367,256  97.66%  2,622,201      2.34%   111,989,457  85.55%          750,328
 14      Authority to allot shares                                                 108,183,782  96.10%  4,394,052      3.90%   112,577,834  86.00%          162,143
 15      Authority to disapply pre-emption rights                                  109,380,042  99.66%  371,224        0.34%   109,751,266  83.84%          2,988,711
 16      Authority to disapply pre-emption rights up to a further 5 per cent for   100,256,399  91.34%  9,502,932      8.66%   109,759,331  83.84%          2,980,646
         acquisitions or specified capital investments
 17      Authority to make market purchases of ordinary shares                     111,422,764  99.60%  443,067        0.40%   111,865,831  85.45%          874,146
 18      Authority to call general meetings on 14 clear days' notice               110,629,109  98.25%  1,969,016      1.75%   112,598,125  86.01%          141,852

 

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
130,909,807 ordinary shares.

 

 

 

Resolution 2 - Advisory Vote on Directors' remuneration report

 

The Board notes the results of the advisory vote on the Directors'
Remuneration Report, which has been supported by the majority of the Company's
shareholders.  The Remuneration Committee has already conducted an extensive
consultation with the Company's largest shareholders regarding the
Remuneration Report and the Company's new Remuneration Policy.  The new Chair
of the Remuneration Committee, Marion Sears, looks forward to continuing the
Company's constructive discussions with shareholders, following her
appointment, over the coming months.

 

The Board will report on any actions resulting from those discussions in due
course.

 

Resolution 10 - re-election of Maurice Thompson as a director of the Company

 

The Board notes that Maurice Thompson's re-election to the Board was supported
by the majority of the Company's shareholders.  The Board has already engaged
with a number of the Company's largest shareholders with regard to Maurice
Thompson's position as a director of the Company.  The Board will continue
its ongoing dialogue with shareholders and consult as appropriate to fully
understand any additional concerns in relation to this resolution.

 

Board changes

 

As previously announced, Annemarie Durbin did not stand for re-election at the
AGM.  As announced on 28 October 2021, Marion Sears will join the Board as a
non-executive director and Chair of the Remuneration Committee with effect
from 1 February 2022.

 

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
(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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