RNS Number : 8900M
Smith & Nephew Plc
01 May 2024
 

1 May 2024

Smith & Nephew plc (the "Company")

The Company announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held at 12:00 noon on Wednesday 1 May 2024.

 

 

Resolution

 

For/Discretion

(Number of

votes)

 

Percentage For/Discretion

(%)

 

Against

(Number of

votes)

 

Percentage

Against

(%)

 

Total votes validly cast

Percentage  of relevant shares

in issue

(%)

 

Withheld

(Number of votes)

Ordinary resolutions 

 








1. To receive the audited accounts

 666,625,242

99.98%

 144,349

0.02%

 666,769,591

76.26%

12,138,587

2. To approve the Directors' Remuneration Policy

 384,484,538

56.78%

 292,680,303

43.22%

 677,164,841

77.45%

1,744,476

3. To approve the Directors' Remuneration Report (excluding Policy)

 661,110,005

97.43%

 17,440,468

2.57%

 678,550,473

77.61%

357,619

4. To declare a final dividend

 676,303,648

99.65%

 2,405,971

0.35%

 678,709,619

77.62%

200,633

5. To elect Jeremy Maiden

 675,832,114

99.60%

 2,740,427

0.40%

 678,572,541

77.61%

310,877

6. To elect Simon Lowth

 675,369,191

99.53%

 3,203,102

0.47%

 678,572,293

77.61%

310,125

7. To elect John Rogers

 671,269,929

98.92%

 7,304,079

1.08%

 678,574,008

77.61%

309,410

8. To re-elect Rupert Soames OBE

 554,364,485

84.18%

 104,171,145

15.82%

 658,535,630

75.32%

20,343,789

9. To re-elect Jo Hallas

 678,155,377

99.94%

 426,737

0.06%

 678,582,114

77.61%

297,148

10. To re-elect John Ma

 676,552,950

99.70%

 2,037,332

0.30%

 678,590,282

77.61%

287,504

11. To re-elect Katarzyna Mazur- Hofsaess

 678,248,007

99.95%

 320,330

0.05%

 678,568,337

77.61%

311,091

12. To re-elect Deepak Nath

 676,333,799

99.67%

 2,243,042

0.33%

 678,576,841

77.61%

300,914

13. To re-elect Marc Owen

 596,737,110

88.46%

 77,844,661

11.54%

 674,581,771

77.15%

4,297,071

14. To re-elect Angie Risley

 628,078,914

92.56%

 50,489,098

7.44%

 678,568,012

77.61%

310,730

15. To re-elect Bob White

 654,119,443

96.40%

 24,461,419

3.60%

 678,580,862

77.61%

298,300

16. To appoint Deloitte LLP as the Auditor

 

 678,434,139

99.96%

 244,566

0.04%

 678,678,705

77.62%

228,138

17.  To authorise the Directors to determine the

remuneration of the Auditor

 

 678,515,044

99.97%

 169,912

0.03%

 678,684,956

77.62%

 222,651

18. To renew the authorisation of the Directors to allot shares

 

 627,146,286

92.41%

 51,496,290

7.59%

 678,642,576

77.62%

 267,097

19. To approve the Restricted Share Plan

 

 378,880,121

55.95%

 298,297,145

44.05%

 677,177,266

77.45%

 1,728,668

Special resolutions

 








20. To renew the Directors' authority for the disapplication of the pre-emption rights

 

 630,882,710

92.97%

 47,689,487

7.03%

 678,572,197

77.61%

 333,528

21. To renew the Directors' authority for the disapplication of the pre-emption rights for the purposes of acquisitions or other capital investments

 

 599,062,957

88.28%

 79,528,501

11.72%

 678,591,458

77.61%

 314,394

22. To renew the Directors' limited authority to make market purchases of the Company's own shares

 

 673,313,137

99.26%

 5,052,775

0.74%

 678,365,912

77.59%

 540,813

23. To authorise general meetings to be held on 14 clear days' notice

 

 626,548,055

92.34%

 51,964,188

7.66%

 678,512,243

77.60%

 390,488

 

The Board is grateful for the engagement of shareholders and proxy agencies in our extensive consultation exercise ahead of the AGM and is pleased that all resolutions were passed at today's Annual General Meeting. The Board notes that, although they were approved, Resolution 2 on the Directors' Remuneration Policy and Resolution 19 on the Restricted Stock Plan received less than 80% support and accordingly we will continue to engage with shareholders and proxy advisers, and provide an update on further consultations within six months of today's AGM in accordance with the UK Corporate Governance Code.

The number of ordinary shares in issue on 29 April 2024 at 6pm (excluding shares held in Treasury) was 874,346,654. Shareholders are entitled to one vote per share.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

 

In accordance with Listing Rule 9.6.2, a copy of the resolutions, passed as Special Business, will be submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism document viewing facility at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

 

Helen Barraclough

Company Secretary

Smith & Nephew plc

Tel: +44 (0)1923 477100

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