Last checked at 17 Jun 2022 16:49
Tesco PLC
17 June 2022
Tesco PLC - Results of AGM
Tesco PLC held its Annual General Meeting on Friday 17 June 2022 at 2:00 p.m. All resolutions proposed were passed by shareholders. A poll was held on each of the resolutions proposed. The results of the polls are as follows:
VOTESFOR | % | VOTES AGAINST | % | TOTAL VOTES VALIDLY CAST | % ISSUED SHARE CAPITAL | VOTES WITHHELD | ||
1 | To receive the report and accounts | 5,533,201,278 | 100.00 | 238,631 | 0.00 | 5,533,439,909 | 73.67% | 70,885,741 |
2 | To approve the Directors' remuneration policy | 5,147,774,233 | 91.98 | 448,770,044 | 8.02 | 5,596,544,277 | 74.51% | 7,776,447 |
3 | To approve the Directors' remuneration report | 5,166,112,551 | 92.22 | 435,857,530 | 7.78 | 5,601,970,081 | 74.59% | 2,350,578 |
4 | To declare a final dividend | 5,601,439,521 | 99.98 | 1,314,021 | 0.02 | 5,602,753,542 | 74.60% | 1,569,692 |
5 | To re-elect John Allan as a Director | 5,118,678,207 | 91.37 | 483,387,983 | 8.63 | 5,602,066,190 | 74.59% | 2,258,484 |
6 | To re-elect Melissa Bethell as a Director | 5,599,359,867 | 99.95 | 2,567,162 | 0.05 | 5,601,927,029 | 74.58% | 2,392,587 |
7 | To re-elect Bertrand Bodson as a Director | 3,925,294,116 | 70.71 | 1,625,682,078 | 29.29 | 5,550,976,194 | 73.91% | 53,343,300 |
8 | To re-elect Thierry Garnier as a Director | 5,528,480,470 | 99.88 | 6,854,600 | 0.12 | 5,535,335,070 | 73.70% | 68,979,284 |
9 | To re-elect Stewart Gilliland as a Director | 5,412,760,790 | 96.62 | 189,207,412 | 3.38 | 5,601,968,202 | 74.59% | 2,348,609 |
10 | To re-elect Byron Grote as a Director | 5,188,802,296 | 92.62 | 413,188,604 | 7.38 | 5,601,990,900 | 74.59% | 2,325,240 |
11 | To re-elect Ken Murphy as a Director | 5,599,871,230 | 99.96 | 2,173,302 | 0.04 | 5,602,044,532 | 74.59% | 2,278,676 |
12 | To re-elect Imran Nawaz as a Director | 5,582,314,438 | 99.65 | 19,648,474 | 0.35 | 5,601,962,912 | 74.59% | 2,355,404 |
13 | To re-elect Alison Platt as a Director | 5,317,636,945 | 94.92 | 284,423,088 | 5.08 | 5,602,060,033 | 74.59% | 2,256,387 |
14 | To re-elect Lindsey Pownall as a Director | 5,533,818,670 | 99.97 | 1,552,344 | 0.03 | 5,535,371,014 | 73.70% | 68,943,892 |
15 | To re-elect Karen Whitworth as a Director | 5,600,596,623 | 99.97 | 1,437,727 | 0.03 | 5,602,034,350 | 74.59% | 2,276,182 |
16 | To reappoint the auditors | 5,530,907,538 | 99.92 | 4,491,480 | 0.08 | 5,535,399,018 | 73.70% | 68,918,053 |
17 | To authorise the Audit Committee to determine the auditors' remuneration | 5,598,200,298 | 99.93 | 4,034,546 | 0.07 | 5,602,234,844 | 74.59% | 2,079,196 |
18 | To authorise political donations by the Company and its subsidiaries | 5,444,793,973 | 97.18 | 157,975,046 | 2.82 | 5,602,769,019 | 74.60% | 1,546,158 |
19 | To authorise the Directors to allot shares | 4,966,303,301 | 88.64 | 636,475,708 | 11.36 | 5,602,779,009 | 74.60% | 1,513,220 |
20 | To authorise the Directors to disapply pre-emption rights* | 5,196,739,007 | 92.85 | 400,351,779 | 7.15 | 5,597,090,786 | 74.52% | 7,225,206 |
21 | To authorise the Directors to disapply pre-emption rights for acquisitions and other capital investment* | 5,046,619,746 | 90.17 | 550,470,865 | 9.83 | 5,597,090,611 | 74.52% | 7,215,547 |
22 | To authorise the Company to purchase its own shares* | 5,495,401,729 | 98.19 | 101,354,548 | 1.81 | 5,596,756,277 | 74.52% | 7,563,767 |
23 | To authorise a 14 day notice period for general meetings* | 5,263,512,191 | 93.95 | 338,775,001 | 6.05 | 5,602,287,192 | 74.59% | 2,028,429 |
*Special resolutions
While the Board is pleased that all other resolutions were carried with large majorities, the Board was disappointed with the level of votes cast against Resolution 7, the re-election of Bertrand Bodson, which received 70.71% approval.
The Board unanimously supports Bertrand's re-election and confirms that he continues to make an effective and valuable contribution to the Board and Corporate Responsibility Committee. Throughout the year Bertrand has demonstrated his commitment to the Company and the ability to dedicate sufficient time to his duties, with 100% attendance record for Board and Committee meetings. Bertrand continues to bring exceptional leadership and business expertise, with significant knowledge of digital and technology matters which deepens and enriches the overall set of skills and experience available to the Board.
The Nominations and Governance Committee carefully monitors all directors' external time commitments and would take appropriate action should concerns be identified that could impact on their ability to devote sufficient time to their duties at the Company. The Board believes that all directors, including Bertrand, continue to devote the required amount of time in discharging their responsibilities as directors of the Company.
Following the AGM, the Board will continue to engage with shareholders to discuss any ongoing concerns but we understand that this was primarily driven by the votes of some shareholders who applied a more stringent voting policy on directors' external commitments, despite his exemplary attendance record and the value he adds to the Board through his expertise and experience.
We will publish an update on our engagement, in accordance with the UK Corporate Governance Code, within six months of the 2022 AGM.
Notes
Results of the poll can also be viewed on the Company's website: https://www.tescoplc.com/investors/shareholder-centre/shareholder-meetings/
Please note a 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' and 'against' a resolution.
The total number of ordinary shares in issue on 15 June 2022 at 6.30pm was 7,510,821,405. Shareholders are entitled to one vote per share.
In accordance with Listing Rule 9.6.2 copies of the resolutions (other than those relating to ordinary business) will be submitted to the FCA National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries:
Group Company Secretary Robert Welch +44 (0) 7793 222569
Tesco PLC
Tesco House
Shire Park
Kestrel Way
Welwyn Garden City
Hertfordshire
AL7 1GA
LEI Number: 2138002P5RNKC5W2JZ46