Last checked at 20 Apr 2023 17:30
Haleon plc: Results of Haleon 2023 Annual General Meeting
20 April 2023: Haleon plc (the "Company") (LSE/NYSE: HLN) today announces that the following resolutions were decided by poll vote at the Company's 2023 Annual General Meeting ("AGM") which was held today.
Resolutions 20, 21, 22, 26, 27 and 28 were passed as special resolutions; all other resolutions were passed as ordinary resolutions. Full text of the resolutions is contained in the Company's Notice of AGM, which is available at www.haleon.com.
Haleon plc - Poll Results by All Shareholders
Resolution | Votes For | For (% of shares voted) | Votes Against | Against (% of shares voted) | Total Votes Cast (excluding withheld) | % of issued share capital voted1 | Votes Withheld2 | |
1 | To receive the Annual Report and Accounts | 7,888,244,555 | 99.97 | 2,091,612 | 0.03 | 7,890,336,167 | 85.44 | 15,542,626 |
2 | To approve the Directors' Remuneration Report | 7,769,899,285 | 98.72 | 101,062,356 | 1.28 | 7,870,961,641 | 85.23 | 34,883,051 |
3 | To approve the Directors' Remuneration Policy | 7,728,166,817 | 98.19 | 142,531,194 | 1.81 | 7,870,698,011 | 85.23 | 35,150,085 |
4 | To declare a final dividend | 7,881,354,609 | 99.84 | 12,563,481 | 0.16 | 7,893,918,090 | 85.48 | 11,958,174 |
5 | To re-appoint Sir Dave Lewis | 7,876,931,973 | 99.79 | 16,601,260 | 0.21 | 7,893,533,233 | 85.48 | 12,312,579 |
6 | To re-appoint Brian McNamara | 7,871,084,400 | 99.72 | 22,088,009 | 0.28 | 7,893,172,409 | 85.47 | 12,708,193 |
7 | To re-appoint Tobias Hestler | 7,866,797,285 | 99.67 | 26,254,733 | 0.33 | 7,893,052,018 | 85.47 | 12,786,833 |
8 | To re-appoint Vindi Banga | 7,867,335,102 | 99.67 | 26,175,768 | 0.33 | 7,893,510,870 | 85.48 | 12,336,941 |
9 | To re-appoint Marie-Anne Aymerich | 7,890,512,208 | 99.96 | 3,112,405 | 0.04 | 7,893,624,613 | 85.48 | 12,221,032 |
10 | To re-appoint Tracy Clarke | 7,865,519,126 | 99.64 | 28,102,790 | 0.36 | 7,893,621,916 | 85.48 | 12,223,729 |
11 | To re-appoint Dame Vivienne Cox | 7,867,915,608 | 99.67 | 25,707,980 | 0.33 | 7,893,623,588 | 85.48 | 12,222,787 |
12 | To re-appoint Asmita Dubey | 7,888,796,930 | 99.94 | 4,631,311 | 0.06 | 7,893,428,241 | 85.48 | 12,314,510 |
13 | To re-appoint Deirdre Mahlan | 7,855,947,958 | 99.52 | 37,606,999 | 0.48 | 7,893,554,957 | 85.48 | 12,290,655 |
14 | To re-appoint David Denton | 7,756,457,683 | 98.27 | 136,511,465 | 1.73 | 7,892,969,148 | 85.47 | 12,872,307 |
15 | To re-appoint Bryan Supran | 7,870,491,722 | 99.72 | 22,373,713 | 0.28 | 7,892,865,435 | 85.47 | 12,981,360 |
16 | To appoint KPMG LLP as Auditor of the Company | 7,887,876,048 | 99.92 | 6,610,659 | 0.08 | 7,894,486,707 | 85.49 | 11,357,094 |
17 | To authorise the Audit & Risk Committee to set the Auditor's remuneration | 7,875,138,402 | 99.77 | 18,463,151 | 0.23 | 7,893,601,553 | 85.48 | 12,247,103 |
18 | To authorise the Company to make political donations | 7,811,060,234 | 99.39 | 48,180,724 | 0.61 | 7,859,240,958 | 85.11 | 46,594,903 |
19 | To authorise the Directors to allot shares | 7,730,625,212 | 97.95 | 161,493,695 | 2.05 | 7,892,118,907 | 85.46 | 13,723,569 |
20 | General authority to disapply pre-emption rights
| 7,808,260,233 | 99.20 | 63,131,891 | 0.80 | 7,871,392,124 | 85.24 | 34,452,867 |
21 | Additional authority to disapply pre-emption rights
| 7,771,569,791 | 98.73 | 99,828,862 | 1.27 | 7,871,398,653 | 85.24 | 34,442,507 |
22 | To shorten the notice period for General Meetings | 7,681,982,554 | 97.55 | 192,963,273 | 2.45 | 7,874,945,827 | 85.28 | 30,905,583 |
23 | Approve the Performance Share Plan 2023 Rules | 7,797,546,898 | 98.82 | 93,471,605 | 1.18 | 7,891,018,503 | 85.45 | 14,811,682 |
24 | Approve the Share Value Plan 2023 Rules | 7,828,310,178 | 99.20 | 62,943,305 | 0.80 | 7,891,253,483 | 85.45 | 14,570,255 |
25 | Approve the Deferred Annual Bonus Plan 2023 Rules | 7,831,723,780 | 99.25 | 58,910,350 | 0.75 | 7,890,634,130 | 85.45 | 15,186,161 |
26 | To authorise the Company to purchase its own shares | 7,878,575,931 | 99.82 | 14,281,790 | 0.18 | 7,892,857,721 | 85.47 | 12,988,792 |
27 | To authorise the Company to make off-market purchases of its own shares from Pfizer3 | 4,928,538,385 | 99.87 | 6,306,129 | 0.13 | 4,934,844,514 | 53.44 | 15,940,710 |
28 | To authorise the Company to make off-market purchases of its own shares from the GSK Shareholders4 | 6,688,398,038 | 99.91 | 6,123,957 | 0.09 | 6,694,521,995 | 72.49 | 16,004,606 |
29 | Approval of waiver of Rule 9 Offer obligation5 | 4,768,473,630 | 97.47 | 123,562,632 | 2.53 | 4,892,036,262 | 52.98 | 58,740,625 |
1 For the purposes of section 341 of the Companies Act 2006, Haleon plc's total issued share capital with voting rights as at 6.30pm on 18 April 2023, being the time at which a shareholder had to be registered in the Company's register of members in order to attend and vote at the AGM, was 9,234,573,831.
2 A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
3 Pfizer has agreed not to vote any of the Ordinary shares held in respect of Resolution 27.
4 The GSK Shareholders, as defined on page 25 of the Notice of Meeting, have agreed not to vote any of the Ordinary shares held in respect of Resolution 28.
5 Pfizer and any person acting in concert with Pfizer are precluded from voting on Resolution 29.
Haleon plc - Poll Results by Independent Shareholders
Resolution | Votes For | For (% of shares voted) | Votes Against | Against (% of shares voted) | Total Votes Cast (excluding withheld) | % of issued share capital voted1 | Votes Withheld2 | |
8 | To re-appoint Vindi Banga | 4,912,225,248 | 99.47 | 26,175,768 | 0.53 | 4,938,401,016 | 78.64% | 12,336,941 |
9 | To re-appoint Marie-Anne Aymerich | 4,935,402,354 | 99.94 | 3,112,405 | 0.06 | 4,938,514,759 | 78.65% | 12,221,032 |
10 | To re-appoint Tracy Clarke | 4,910,409,272 | 99.43 | 28,102,790 | 0.57 | 4,938,512,062 | 78.65% | 12,223,729 |
11 | To re-appoint Dame Vivienne Cox | 4,912,805,754 | 99.48 | 25,707,980 | 0.52 | 4,938,513,734 | 78.65% | 12,222,787 |
12 | To re-appoint Asmita Dubey | 4,933,687,076 | 99.91 | 4,631,311 | 0.09 | 4,938,318,387 | 78.64% | 12,314,510 |
13 | To re-appoint Deirdre Mahlan | 4,900,838,104 | 99.24 | 37,606,999 | 0.76 | 4,938,445,103 | 78.64% | 12,290,655 |
1 Percentage of votes cast by independent shareholders for Resolutions 8, 9, 10, 11, 12 and 13 appointing Independent Non-Executive Directors exclude Pfizer's 2,955,113,626 shares.
2 A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.
As required by the Listing Rule 9.6.2R of the Financial Conduct Authority ("FCA"), copies of resolutions passed by the Company other than resolutions concerning ordinary business have been submitted to the FCA via the National Storage Mechanism and will shortly be available to the public for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Amanda Mellor
Company Secretary
About Haleon
Haleon (LSE / NYSE: HLN) is a global leader in consumer health, with a purpose to deliver better everyday health with humanity. Haleon's product portfolio spans five major categories - Oral Health, Pain Relief, Respiratory Health, Digestive Health and Other, and Vitamins, Minerals and Supplements (VMS). Its long-standing brands - such as Advil, Sensodyne, Panadol, Voltaren, Theraflu, Otrivin, Polident, parodontax and Centrum - are built on trusted science, innovation and deep human understanding.
For more information, please visit www.haleon.com.