Last checked at 26 Jun 2020 13:30
Tesco PLC
26 June 2020
Tesco PLC - Results of AGM
Tesco PLC held its Annual General Meeting on Friday 26 June at 10.30 a.m. Resolutions 1 and 3 to 26 were duly passed. Resolution 2, approval of the Directors' Remuneration Report, was not passed.
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 | 7,332,850,006 | 99.98 | 1,504,923 | 0.02 | 7,334,354,929 | 74.89% | 19,766,062 |
2 | To approve the Directors' remuneration report | 2,403,268,383 | 32.71 | 4,943,383,778 | 67.29 | 7,346,652,161 | 75.02% | 7,468,830 |
3 | To declare a final dividend | 7,313,840,676 | 99.48 | 38,257,660 | 0.52 | 7,352,098,336 | 75.07% | 2,022,655 |
4 | To re-elect John Allan as a Director | 7,029,624,569 | 95.84 | 305,255,762 | 4.16 | 7,334,880,331 | 74.90% | 19,240,660 |
5 | To re-elect Mark Armour as a Director | 7,337,299,742 | 99.83 | 12,176,308 | 0.17 | 7,349,476,050 | 75.04% | 4,645,391 |
6 | To re-elect Melissa Bethell as a Director | 7,344,927,168 | 99.94 | 4,540,338 | 0.06 | 7,349,467,506 | 75.04% | 4,653,485 |
7 | To re-elect Stewart Gilliland as a Director | 7,287,160,549 | 99.15 | 62,280,328 | 0.85 | 7,349,440,877 | 75.04% | 4,680,114 |
8 | To re-elect Steve Golsby as a Director | 6,778,622,908 | 94.48 | 396,105,363 | 5.52 | 7,174,728,271 | 73.26% | 179,392,720 |
9 | To re-elect Byron Grote as a Director | 7,005,071,180 | 95.50 | 329,826,851 | 4.50 | 7,334,898,031 | 74.90% | 19,222,960 |
10 | To re-elect Dave Lewis as a Director | 7,336,842,928 | 99.83 | 12,744,770 | 0.17 | 7,349,587,698 | 75.05% | 4,533,293 |
11 | To re-elect Mikael Olsson as a Director | 7,220,952,756 | 98.45 | 113,925,418 | 1.55 | 7,334,878,174 | 74.90% | 19,242,817 |
12 | To re-elect Deanna Oppenheimer as a Director | 7,042,521,417 | 96.02 | 292,251,005 | 3.98 | 7,334,772,422 | 74.89% | 19,348,569 |
13 | To re-elect Simon Patterson as a Director | 7,337,128,691 | 99.83 | 12,266,761 | 0.17 | 7,349,395,452 | 75.04% | 4,725,539 |
14 | To re-elect Alison Platt as a Director | 7,205,652,804 | 98.24 | 129,224,390 | 1.76 | 7,334,877,194 | 74.90% | 19,243,797 |
15 | To re-elect Lindsey Pownall as a Director | 7,344,923,517 | 99.94 | 4,452,202 | 0.06 | 7,349,375,719 | 75.04% | 4,745,272 |
16 | To re-elect Alan Stewart as a Director | 7,320,093,707 | 99.60 | 29,327,125 | 0.40 | 7,349,420,832 | 75.04% | 4,700,159 |
17 | To elect Ken Murphy as a Director with effect from 1 October 2020 | 7,334,242,761 | 99.80 | 15,037,922 | 0.20 | 7,349,280,683 | 75.04% | 4,840,308 |
18 | To reappoint the auditors | 7,235,790,906 | 99.48 | 37,859,171 | 0.52 | 7,273,650,077 | 74.27% | 80,470,914 |
19 | To authorise the Directors to determine the auditors' remuneration | 7,306,181,090 | 99.38 | 45,212,146 | 0.62 | 7,351,393,236 | 75.06% | 2,727,758 |
20 | To renew and continue The Tesco PLC Share Incentive Plan | 7,313,662,240 | 99.50 | 36,410,137 | 0.50 | 7,350,072,377 | 75.05% | 4,048,614 |
21 | To authorise the Directors to allot shares | 6,823,807,570 | 92.84 | 526,310,888 | 7.16 | 7,350,118,458 | 75.05% | 4,002,533 |
22 | To authorise the Directors to disapply pre-emption rights* | 7,210,606,039 | 98.19 | 132,626,899 | 1.81 | 7,343,232,938 | 74.98% | 10,888,050 |
23 | To authorise the Directors to disapply pre-emption rights for acquisitions and capital investment* | 7,048,972,004 | 95.99 | 294,539,899 | 4.01 | 7,343,511,903 | 74.98% | 10,609,085 |
24 | To authorise the Company to purchase its own shares* | 7,197,967,280 | 98.02 | 145,191,029 | 1.98 | 7,343,158,309 | 74.98% | 10,962,682 |
25 | To authorise political donations by the Company and its subsidiaries | 7,069,464,190 | 96.21 | 278,195,212 | 3.79 | 7,347,659,402 | 75.03% | 6,461,589 |
26 | To authorise a 14 day notice period for general meetings* | 6,906,833,291 | 93.95 | 444,564,846 | 6.05 | 7,351,398,137 | 75.06% | 2,722,854 |
*Special resolutions
Resolution 2
While the Board is pleased that all other resolutions were carried with very large majorities, we are disappointed that the advisory vote on the Directors' Remuneration Report was not passed.
Following recent engagement on our Remuneration Report with a number of our larger shareholders, we have been reassured that the majority agree that the overall outcome of the 2017 PSP award is proportionate given the outstanding turnaround delivered by management. We recognise, however, that a significant number of shareholders had concerns with the principle of the Committee's adjustment to the TSR comparator group.
Following the AGM, the Remuneration Committee will continue to engage with shareholders to fully understand their concerns and will consider the full range of feedback as we prepare to put our Remuneration Policy to shareholders at the 2021 AGM in accordance with the requirements of the Companies Act. We will publish an update on our engagement, in accordance with the UK Corporate Governance Code, within six months of the 2020 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 24 June 2020 at 6.30pm was 9,793,496,561. 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
LEI Number: 2138002P5RNKC5W2JZ46