22 May 2018 14:31
ROYAL DUTCH SHELL PLC - Result of AGMROYAL DUTCH SHELL PLC - Result of AGM
PR Newswire
London, May 22
ROYAL DUTCH SHELL PLC
RESULT OF ANNUAL GENERAL MEETING
Royal Dutch Shell plc announces the poll results on the resolutions at its Annual General Meeting held on Tuesday May 22, 2018 at the Circustheater, Circusstraat 4, 2586 CW The Hague, The Netherlands. Resolutions 1-18 were carried and resolution 19 (Shareholder resolution) was not carried.
In accordance with the Listing Rules, a copy of all resolutions other than resolutions concerning ordinary business at the Annual General Meeting, will be submitted to the National Storage Mechanism and will be available for inspection at: www.morningstar.co.uk/uk/nsm
| RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD | |
| 1 | Receipt of Annual Report & Accounts | 5,153,738,840 | 98.55 | 75,760,000 | 1.45 | 5,229,498,840 | 62.68% | 10,345,425 |
| 2 | Approval of Directors’ Remuneration Report | 3,886,764,832 | 74.78 | 1,311,138,457 | 25.22 | 5,197,903,289 | 62.31% | 41,918,978 |
| 3 | Appointment of Ann Godbehere | 5,187,992,901 | 99.10 | 47,004,936 | 0.90 | 5,234,997,837 | 62.75% | 4,822,696 |
| 4 | Reappointment of Ben van Beurden | 5,205,090,607 | 99.90 | 5,413,774 | 0.10 | 5,210,504,381 | 62.46% | 29,329,055 |
| 5 | Reappointment of Euleen Goh | 5,048,629,738 | 96.49 | 183,429,396 | 3.51 | 5,232,059,134 | 62.71% | 7,756,826 |
| 6 | Reappointment of Charles O. Holliday | 5,124,783,253 | 98.36 | 85,444,647 | 1.64 | 5,210,227,900 | 62.45% | 29,601,922 |
| 7 | Reappointment of Catherine Hughes | 5,199,501,814 | 99.79 | 10,810,760 | 0.21 | 5,210,312,574 | 62.45% | 29,515,871 |
| 8 | Reappointment of Gerard Kleisterlee | 5,044,343,136 | 96.87 | 162,791,041 | 3.13 | 5,207,134,177 | 62.42% | 32,682,493 |
| 9 | Reappointment of Roberto Setubal | 5,167,672,381 | 99.30 | 36,595,480 | 0.70 | 5,204,267,861 | 62.38% | 35,535,041 |
| 10 | Reappointment of Sir Nigel Sheinwald | 5,111,836,667 | 99.60 | 20,747,249 | 0.40 | 5,132,583,916 | 61.52% | 107,228,335 |
| 11 | Reappointment of Linda G. Stuntz | 5,203,101,939 | 99.86 | 7,213,243 | 0.14 | 5,210,315,182 | 62.45% | 29,485,907 |
| 12 | Reappointment of Jessica Uhl | 5,210,791,215 | 99.53 | 24,590,912 | 0.47 | 5,235,382,127 | 62.75% | 4,418,709 |
| 13 | Reappointment of Gerrit Zalm | 5,202,358,226 | 99.85 | 7,609,969 | 0.15 | 5,209,968,195 | 62.45% | 29,812,421 |
| 14 | Reappointment of Auditors | 5,217,719,675 | 99.81 | 9,742,622 | 0.19 | 5,227,462,297 | 62.66% | 12,375,457 |
| 15 | Remuneration of Auditors | 5,230,632,876 | 99.92 | 4,329,783 | 0.08 | 5,234,962,659 | 62.75% | 4,849,317 |
| 16 | Authority to allot shares | 5,137,141,227 | 98.16 | 96,540,608 | 1.84 | 5,233,681,835 | 62.73% | 6,147,614 |
| 17 | Disapplication of pre-emption rights* | 5,187,202,025 | 99.15 | 44,252,487 | 0.85 | 5,231,454,512 | 62.71% | 8,312,170 |
| 18 | Authority to purchase own shares* | 5,137,518,867 | 98.19 | 94,959,983 | 1.81 | 5,232,478,850 | 62.72% | 7,312,193 |
| 19 | Shareholder resolution* | 268,063,768 | 5.54 | 4,567,121,334 | 94.46 | 4,835,185,102 | 57.96% | 404,376,930 |
* Special resolution
Please note that a ‘vote withheld’ is not a vote under English Law and is not counted in the calculation of the proportion of the votes ‘for’ and ‘against’ a resolution.
STATEMENTS
RESOLUTION 2 – APPROVAL OF DIRECTORS’ REMUNERATION REPORT
We welcome the broad shareholder support for our 2017 remuneration report. Shareholder discussions and voting outcomes in recent years, including the 92% of shareholders who voted in favour of our remuneration policy at last year’s AGM, suggest that our policy and approach to executive remuneration are appropriate.
We work hard to actively solicit and react to all feedback from our shareholders, and hold an extensive engagement programme between a range of shareholders and senior management, including the Board. In these meetings we received a positive response to our decisions in respect of the execution of our policy for 2017 and its alignment with company performance. We also held constructive dialogue on, amongst other subjects, our strategy to thrive through the energy transition and its link to policy design.Â
Notwithstanding this, we also note that a number of shareholders voted against this year’s report. We respect the range of opinions that shareholders have and acknowledge the resources they can access to exercise their stewardship. We will continue to engage constructively with our shareholders to reflect carefully on any feedback we receive from them and would particularly welcome the opportunity to work with proxy advisors more closely in the future, to better serve shareholder needs.
RESOLUTION 19 – SHAREHOLDER RESOLUTION
We believe the vote is a clear and strong display of confidence in Shell’s wide-ranging and progressive approach to leading though the energy transition. It demonstrates not only support for our industry-leading strategy, but also clear trust in the ability of Shell’s management to implement it.Â
The transition towards a net-zero emissions energy system and a world where temperature increases are limited to less than 2C will unfold over several decades and will require concerted action by many, including Shell. We recognise there are many voices in the energy transition debate and we will continue to engage constructively as we implement our approach. But we must also recognise that the time for action is now … Shell is committed to playing its part and, with the clear and ongoing support of our shareholders, we will continue to take sensible steps to help tackle climate change and ensure we thrive through the energy transition.
May 22, 2018
Linda M. Szymanski
Company Secretary
Royal Dutch Shell plc
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