Last checked at 12 Jul 2023 15:58
BURBERRY GROUP PLC
(the "Company")
Result of Annual General Meeting 2023
12 July 2023
The Company announces the results of voting at its Annual General Meeting ("AGM") held earlier today at Conrad London St. James, 22-28 Broadway, London SW1H 0BH. All resolutions were passed with majorities, as set out below. A poll was held on each of the resolutions proposed.
Resolutions 1 to 18 were proposed as Ordinary Resolutions and resolutions 19 to 21 as Special Resolutions.
The results were as follows:
Resolution | Votes For* | % | Votes Against | % | Total votes validly cast | Total votes cast as % of issued share capital** | Votes Withheld** | |
1. | To receive the Company's Annual Report and Accounts for the year ended 1 April 2023. | 298,507,526 | 99.97 | 103,287 | 0.03 | 298,610,813 | 77.74% | 313,555 |
2. | To approve the Directors' Remuneration Policy. | 271,202,999 | 91.02 | 26,745,859 | 8.98 | 297,948,858 | 77.57% | 975,510 |
3. | To approve the Directors' Remuneration Report for the year ended 1 April 2023. | 285,752,634 | 95.60 | 13,152,786 | 4.40 | 298,905,420 | 77.82% | 18,947 |
4. | To declare a final dividend for the year ended 1 April 2023. | 298,919,067 | 100.00 | 829 | 0.00 | 298,919,896 | 77.82% | 4,472 |
5. | To re-elect Dr Gerry Murphy as a Director of the Company. | 291,926,745 | 97.66 | 6,984,671 | 2.34 | 298,911,416 | 77.82% | 12,952 |
6. | To re-elect Jonathon Akeroyd as a Director of the Company. | 298,761,399 | 99.95 | 149,376 | 0.05 | 298,910,775 | 77.82% | 13,593 |
7. | To re-elect Orna NíChionna as a Director of the Company. | 296,090,577 | 99.06 | 2,818,923 | 0.94 | 298,909,500 | 77.82% | 14,868 |
8. | To re-elect Fabiola Arredondo as a Director of the Company. | 296,090,006 | 99.06 | 2,821,292 | 0.94 | 298,911,298 | 77.82% | 13,070 |
9. | To re-elect Sam Fischer as a Director of the Company. | 296,090,680 | 99.06 | 2,820,484 | 0.94 | 298,911,164 | 77.82% | 13,204 |
10. | To re-elect Ron Frasch as a Director of the Company. | 295,767,279 | 98.95 | 3,143,576 | 1.05 | 298,910,855 | 77.82% | 13,512 |
11. | To re-elect Danuta Gray as a Director of the Company. | 295,751,504 | 98.94 | 3,159,926 | 1.06 | 298,911,430 | 77.82% | 12,938 |
12. | To re-elect Debra Lee as a Director of the Company. | 295,393,563 | 98.82 | 3,516,234 | 1.18 | 298,909,797 | 77.82% | 14,571 |
13. | To re-elect Antoine de Saint-Affrique as a Director of the Company. | 220,995,545 | 73.93 | 77,913,626 | 26.07 | 298,909,171 | 77.82% | 15,197 |
14. | To elect Alan Stewart as a Director of the Company. | 296,012,202 | 99.03 | 2,899,234 | 0.97 | 298,911,436 | 77.82% | 12,932 |
15. | To re-appoint Ernst & Young LLP as auditor of the Company. | 296,713,472 | 99.26 | 2,202,959 | 0.74 | 298,916,431 | 77.82% | 7,937 |
16. | To authorise the Audit Committee of the Company to determine the auditor's remuneration. | 298,766,763 | 99.95 | 150,619 | 0.05 | 298,917,382 | 77.82% | 6,986 |
17. | To authorise political donations by the Company and its subsidiaries. | 295,593,759 | 98.89 | 3,308,450 | 1.11 | 298,902,209 | 77.82% | 22,159 |
18. | To authorise the Directors to allot shares. | 293,282,676 | 98.12 | 5,629,305 | 1.88 | 298,911,981 | 77.82% | 12,387 |
19. | To renew the Directors' authority to disapply pre-emption rights. (Special Resolution) | 297,179,569 | 99.42 | 1,736,844 | 0.58 | 298,916,413 | 77.82% | 7,955 |
20. | To authorise the Company to purchase its own ordinary shares. (Special Resolution) | 296,364,655 | 99.21 | 2,371,227 | 0.79 | 298,735,882 | 77.77% | 188,485 |
21. | To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice. (Special Resolution) | 286,166,511 | 95.73 | 12,752,115 | 4.27 | 298,918,626 | 77.82% | 5,741 |
Notes:
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
Every shareholder has one vote for every ordinary share held. As at 6.30pm on 10 July 2023, the issued share capital of the Company consisted of 384,103,782 ordinary shares. The Company holds 5,232,720 shares in Treasury. Therefore, the total number of voting rights in Burberry Group plc as at 10 July 2023 was 378,871,062.
In accordance with Listing Rule 9.6.2 copies of all the resolutions passed, other than ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Board and Board Committee Changes
The Company announces that, as previously communicated, Matthew Key did not stand for re-election as a Director at the Company's AGM held earlier today and stepped down from the Board following the conclusion of the AGM.
Following Matthew's departure, Alan Stewart, Non-Executive Director, has been appointed Chair of the Audit Committee with immediate effect.
The Company also announces that Alan Stewart has been appointed a member of the Remuneration Committee with immediate effect.
Danuta Gray, a Non-Executive Director and Chair of the Remuneration Committee, has been appointed as a member of the Audit Committee with immediate effect.
This disclosure is made in accordance with LR 9.6.11(3).
Resolution 13 - re-election of Antoine de Saint-Affrique as a Director of the Company
The Board notes that Resolution 13 relating to Antoine de Saint-Affrique's re-election to the Board was supported by 73.93% of shareholders and opposed by 26.07% of shareholders who voted.
Following the 2022 AGM, Gerry Murphy, our Chair, wrote to significant shareholders who had voted against Antoine's re-election inviting them to enter into a dialogue with the Company in order for us to understand their concerns more fully. We provided an update on this engagement on 10 January 2023 and enhanced our disclosures in the 2022/23 Annual Report to provide additional insight into Antoine's other commitments and explain the Company's position in more detail.
The Board is pleased that shareholders took up this opportunity to engage, resulting in a lower percentage of votes against Antoine's re-election at this year's AGM than in 2022 (33.84%).
Antoine is a committed Non-Executive Director who makes an effective and valuable contribution to the Burberry Board. Antoine attended 100% of formal meetings during FY 2023 as well as attending additional Board calls and meetings during the year as required. The Board continues to believe Antoine is able to devote sufficient time to discharge his duties as a Non-Executive Director of Burberry, even in exceptionally demanding periods.
The Board will continue to engage with shareholders to understand and respond to their views on this and other matters.
Enquiries | ||
Gemma Parsons | Company Secretary | +44 (0)20 3367 4539 Gemma.Parsons@burberry.com |
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Burberry Group plc shares, in the UK, or in the US, or under the US Securities Act 1933 or in any other jurisdiction.
Burberry is listed on the London Stock Exchange (BRBY.L) and is a constituent of the FTSE 100 index. ADR symbol OTC:BURBY.
BURBERRY, the Equestrian Knight Device, the Burberry Check and the Thomas Burberry Monogram and Print are trademarks belonging to Burberry.