Last checked at 5 Jul 2022 15:08
Marks and Spencer Group PLC
AGM Results
Marks & Spencer today held its third fully digitally enabled shareholder meeting broadcast from Waterside House, London. At a time when market-wide AGM attendance has been declining, the pioneering format saw M&S shareholder participation increase to 1,687 compared to 1,664 last year. Overall, the digital format has enabled M&S to treble private shareholder engagement levels compared to its last in-person meeting hosted in 2019. A recording of the meeting is available to view on our corporate website here: https://corporate.marksandspencer.com/AGM2022
The Board is pleased that all resolutions were carried with substantial support and has noted that the Advisory note on the Directors' Remuneration Report received 70.89% of votes in favour.
M&S has been proactively talking to our larger shareholders about this subject and we are aware of the reasons why some shareholders voted against the resolution on the Remuneration Report. However, the Board is convinced that the majority of shareholders were right in their judgement on this issue.
The Board strongly believes that it has acted in shareholders' interests and consistent with the values and integrity of the business in relation to Steve Rowe's remuneration. Steve served 37 years with the business, the last six years as Chief Executive Officer. Three weeks prior to the 2022 financial year-end we announced that he would be standing down at the results announcement, as part of a planned succession process that he helped to plan, handing the leadership to a team that he recruited. He worked full time and with total energy as Chief Executive Officer well beyond the end of the financial year.
All eligible colleagues have received a bonus this year, the first since 2017, in recognition of the strong financial performance in the year. It would have been wholly wrong to exclude Steve from this as the performance was delivered under his leadership. To have denied him the bonus because he helped support an orderly and organised succession that was announced just three weeks before the year-end would have shown bad faith to a great servant of the business and would not have been in any way in shareholders' interests.
Following the AGM the Remuneration Committee intends to engage further with shareholders to understand the concerns expressed by the minority. An update on this engagement will be published in accordance with the UK Corporate Governance Code within six months of today's meeting. In the standard three-year cycle of approval, our Remuneration Policy is due to be reviewed and presented to shareholders at the 2023 AGM.
In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting have been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Copies of our announcements are available on our website, corporate.marksandspencer.com/investors.
MARKS AND SPENCER GROUP PLC - AGM - 5 JULY 2022 - POLL RESULT
| |||||||
|
| For (see note 2) | Against (see note 2) | Number of votes Withheld (See note 3) | Total Capital Instructed | ||
Resolution |
| No. of shares | % | No. of shares | % | ||
1 | Receive Annual Reports and Accounts | 1,339,451,971 | 99.99 | 157,191 | 0.01 | 1,411,785 | 68.28% |
2 | Approve the Remuneration Report | 930,901,466 | 70.89 | 382,304,226 | 29.11 | 27,809,219 | 68.28% |
3 | Re-elect Archie Norman | 1,288,556,149 | 96.10 | 52,271,066 | 3.90 | 204,180 | 68.28% |
4 | Re-elect Eoin Tonge | 1,335,843,323 | 99.63 | 4,958,347 | 0.37 | 251,353 | 68.28% |
5 | Re-elect Evelyn Bourke | 1,176,809,541 | 87.77 | 163,959,382 | 12.23 | 283,901 | 68.28% |
6 | Re-elect Fiona Dawson | 1,326,480,850 | 98.93 | 14,279,272 | 1.07 | 290,202 | 68.28% |
7 | Re-elect Andrew Fisher | 1,316,596,126 | 98.20 | 24,159,878 | 1.80 | 272,212 | 68.28% |
8 | Re-elect Andy Halford | 1,305,732,873 | 97.39 | 35,035,074 | 2.61 | 282,857 | 68.28% |
9 | Re-elect Tamara Ingram | 1,318,085,555 | 98.31 | 22,646,240 | 1.69 | 292,311 | 68.28% |
10 | Re-elect Justin King | 1,326,501,796 | 98.93 | 14,310,651 | 1.07 | 240,759 | 68.28% |
11 | Re-elect Sapna Sood | 1,326,415,831 | 98.93 | 14,330,957 | 1.07 | 277,318 | 68.28% |
12 | Elect Stuart Machin | 1,340,304,101 | 99.96 | 475,033 | 0.04 | 267,080 | 68.28% |
13 | Elect Katie Bickerstaffe | 1,337,195,657 | 99.73 | 3,583,671 | 0.27 | 269,386 | 68.28% |
14 | Re-appoint Deloitte LLP as auditor | 1,330,455,419 | 99.90 | 1,384,747 | 0.10 | 9,206,048 | 68.28% |
15 | Authorise Audit Committee to determine auditors' remuneration | 1,339,612,877 | 99.91 | 1,217,059 | 0.09 | 214,229 | 68.28% |
16 | Authorise the Company, and its subsidiaries, to make political donations | 1,268,497,930 | 94.75 | 70,333,790 | 5.25 | 2,214,494 | 68.28% |
17 | Authorise allotment of ordinary shares | 1,313,858,056 | 97.99 | 26,945,573 | 2.01 | 242,585 | 68.28% |
18 | General disapplication pre-emption rights* | 1,336,141,058 | 99.66 | 4,508,799 | 0.34 | 394,992 | 68.28% |
19 | Additional disapplication of pre-emption rights* | 1,279,181,425 | 95.41 | 61,473,173 | 4.59 | 390,251 | 68.28% |
20 | Authorise purchase of own shares* | 1,328,435,544 | 99.19 | 10,854,595 | 0.81 | 1,755,985 | 68.28% |
21 | Call general meetings on 14 days' notice* | 1,256,405,720 | 94.41 | 74,404,099 | 5.59 | 226,395 | 67.77% |
22 | Renewal of Share Incentive Plan | 1,340,136,466 | 99.96 | 543,524 | 0.04 | 366,224 | 68.28% |
23 | Section 190 transaction | 1,340,023,164 | 99.97 | 414,688 | 0.03 | 606,997 | 68.28% |
* Special Resolution | |||||||
NOTES: 1 All resolutions were passed.2 Votes "For" and "Against" are expressed as a percentage of votes received. 3 A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.4 Total number of shares in issue at 6.30pm on 4 July 2022 = 1,964,019,744 shares. 68.28% of voting capital was instructed. | |||||||