Result of AGM

RNS Number : 9595W
British American Tobacco PLC
28 April 2021
 

BRITISH AMERICAN TOBACCO p.l.c.

RESULTS OF VOTING AT THE 2021 ANNUAL GENERAL MEETING

 

The Annual General Meeting of British American Tobacco p.l.c. was held at Globe House, 4 Temple Place, London WC2R 2PG on 28 April 2021.

 

The tables below set out the results of the poll on each of the total of 20 Resolutions as stated in the Notice of Meeting dated 11 March 2021. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the Meeting.  Each shareholder, present in person or by proxy, was entitled to one vote per ordinary share of 25p held. 

 

Resolution 1


Receipt of 2020 Report and Accounts


For - Note (b)

1,771,121,006

Percent of Votes Cast

99.96%

Percent of Issued Share Capital

77.19%

Against

790,162

Percent of Votes Cast

0.04%

Percent of Issued Share Capital

0.03%

Total Votes Cast (Excl. Votes Withheld)

1,771,911,168

Percent of Issued Share Capital

77.22%

Votes Withheld - Note (c)

12,372,550

 

Resolution 2


 

Approval of the 2020 Directors' Remuneration Report


 

For - Note (b)

1,091,216,857

Percent of Votes Cast

61.71%

Percent of Issued Share Capital

47.56%

Against

676,947,189

Percent of Votes Cast

38.29%

Percent of Issued Share Capital

29.50%

Total Votes Cast (Excl. Votes Withheld)

1,768,164,046

Percent of Issued Share Capital

77.06%

Votes Withheld - Note (c)

16,119,810

 

Resolution 3


Reappointment of KPMG LLP as Auditors


For - Note (b)

1,765,833,873

Percent of Votes Cast

99.52%

Percent of Issued Share Capital

76.96%

Against

8,454,366

Percent of Votes Cast

0.48%

Percent of Issued Share Capital

0.37%

Total Votes Cast (Excl. Votes Withheld)

1,774,288,239

Percent of Issued Share Capital

77.32%

Votes Withheld - Note (c)

9,995,609

 

Resolution 4


Authority for the Audit Committee to agree the Auditors' remuneration


For - Note (b)

1,772,210,604

Percent of Votes Cast

99.89%

Percent of Issued Share Capital

77.23%

Against

1,990,507

Percent of Votes Cast

0.11%

Percent of Issued Share Capital

0.09%

Total Votes Cast (Excl. Votes Withheld)

1,774,201,111

Percent of Issued Share Capital

77.32%

Votes Withheld - Note (c)

10,081,517

 

Resolution 5


Re-election of Luc Jobin as a Director

For - Note (b)

1,753,156,894

Percent of Votes Cast

98.82%

Percent of Issued Share Capital

76.40%

Against

20,921,641

Percent of Votes Cast

1.18%

Percent of Issued Share Capital

0.91%

Total Votes Cast (Excl. Votes Withheld)

1,774,078,535

Percent of Issued Share Capital

77.31%

Votes Withheld - Note (c)

10,206,018

 

Resolution 6


Re-election of Jack Bowles as a Director


For - Note (b)

1,772,155,172

Percent of Votes Cast

99.90%

Percent of Issued Share Capital

77.23%

Against

1,809,688

Percent of Votes Cast

0.10%

Percent of Issued Share Capital

0.08%

Total Votes Cast (Excl. Votes Withheld)

1,773,964,860

Percent of Issued Share Capital

77.31%

Votes Withheld - Note (c)

10,319,693


 

Resolution 7


Re-election of Tadeu Marroco as a Director


For - Note (b)

1,768,905,553

Percent of Votes Cast

99.72%

Percent of Issued Share Capital

77.09%

Against

5,054,691

Percent of Votes Cast

0.28%

Percent of Issued Share Capital

0.22%

Total Votes Cast (Excl. Votes Withheld)

1,773,960,244

Percent of Issued Share Capital

77.31%

Votes Withheld - Note (c)

10,324,309


 

Resolution 8


Re-election of Sue Farr as a Director


For - Note (b)

1,604,506,408

Percent of Votes Cast

90.44%

Percent of Issued Share Capital

69.92%

Against

169,518,777

Percent of Votes Cast

9.56%

Percent of Issued Share Capital

7.39%

Total Votes Cast (Excl. Votes Withheld)

1,774,025,185

Percent of Issued Share Capital

77.31%

Votes Withheld - Note (c)

10,259,367

 

Resolution 9


Re-election of Jeremy Fowden as a Director


WITHDRAWN


 



 

Resolution 10


Re-election of Dr Marion Helmes as a Director


 

For - Note (b)

1,594,071,765

 

Percent of Votes Cast

89.86%

 

Percent of Issued Share Capital

69.47%

 

Against

179,783,976

 

Percent of Votes Cast

10.14%

 

Percent of Issued Share Capital

7.84%

 

Total Votes Cast (Excl. Votes Withheld)

1,773,855,741

 

Percent of Issued Share Capital

77.31%

 

Votes Withheld - Note (c)

10,428,490

 

 

Resolution 11


Re-election of Holly Keller Koeppel as a Director


 

For - Note (b)

1,762,331,148

 

Percent of Votes Cast

99.34%

 

Percent of Issued Share Capital

76.80%

 

Against

11,716,886

 

Percent of Votes Cast

0.66%

 

Percent of Issued Share Capital

0.51%

 

Total Votes Cast (Excl. Votes Withheld)

1,774,048,034

 

Percent of Issued Share Capital

77.31%

 

Votes Withheld - Note (c)

10,236,519

 

 

Resolution 12


Re-election of Savio Kwan as a Director


 

For - Note (b)

1,603,190,858

 

Percent of Votes Cast

90.37%

 

Percent of Issued Share Capital

69.87%

 

Against

170,885,651

 

Percent of Votes Cast

9.63%

 

Percent of Issued Share Capital

7.45%

 

Total Votes Cast (Excl. Votes Withheld)

1,774,076,509

 

Percent of Issued Share Capital

77.31%

 

Votes Withheld - Note (c)

10,208,044

 

 

Resolution 13


Re-election of Dimitri Panayotopoulos as a Director


 

For - Note (b)

1,521,096,084

 

Percent of Votes Cast

86.11%

 

Percent of Issued Share Capital

66.29%

 

Against

245,448,741

 

Percent of Votes Cast

13.89%

 

Percent of Issued Share Capital

10.70%

 

Total Votes Cast (Excl. Votes Withheld)

1,766,544,825

 

Percent of Issued Share Capital

76.99%

 

Votes Withheld - Note (c)

17,739,728

 

 

Resolution 14


 

Election of Karen Guerra as a Director


 

For - Note (b)

1,772,384,681

Percent of Votes Cast

99.91%

Percent of Issued Share Capital

77.24%

Against

1,645,140

Percent of Votes Cast

0.09%

Percent of Issued Share Capital

0.07%

Total Votes Cast (Excl. Votes Withheld)

1,774,029,821

Percent of Issued Share Capital

77.31%

Votes Withheld - Note (c)

10,254,732

 

Resolution 15


Election of Darrell Thomas as a Director


 

For - Note (b)

1,772,481,017

 

Percent of Votes Cast

99.91%

 

Percent of Issued Share Capital

77.25%

 

Against

1,554,236

 

Percent of Votes Cast

0.09%

 

Percent of Issued Share Capital

0.07%

 

Total Votes Cast (Excl. Votes Withheld)

1,774,035,253

 

Percent of Issued Share Capital

77.31%

 

Votes Withheld - Note (c)

10,249,300

 

 

Resolution 16


Renewal of Directors' authority to allot shares


 

For - Note (b)

1,283,014,878

 

Percent of Votes Cast

72.33%

 

Percent of Issued Share Capital

55.91%

 

Against

490,886,767

 

Percent of Votes Cast

27.67%

 

Percent of Issued Share Capital

10.62%

 

Total Votes Cast (Excl. Votes Withheld)

1,773,901,645

 

Percent of Issued Share Capital

77.31%

 

Votes Withheld - Note (c)

10,373,062

 

 

Resolution 17 - Note (d)


 

Renewal of Directors' authority to disapply pre-emption rights


 

For - Note (b)

1,529,422,273

 

Percent of Votes Cast

86.26%

 

Percent of Issued Share Capital

66.65%

 

Against

243,578,572

 

Percent of Votes Cast

13.74%

 

Percent of Issued Share Capital

10.62%

 

Total Votes Cast (Excl. Votes Withheld)

1,773,000,845

 

Percent of Issued Share Capital

77.27%

 

Votes Withheld - Note (c)

11,284,208

 

 

Resolution 18 - Note (d)


Authority for the Company to purchase its own shares


 

For - Note (b)

1,747,664,170

 

Percent of Votes Cast

98.53%

 

Percent of Issued Share Capital

76.16%

 

Against

25,986,558

 

Percent of Votes Cast

1.47%

 

Percent of Issued Share Capital

1.13%

 

Total Votes Cast (Excl. Votes Withheld)

1,773,650,728

 

Percent of Issued Share Capital

77.30%

 

Votes Withheld - Note (c)

10,634,378

 

 



 

Resolution 19


Authority to make donations to political organisations and to incur political expenditure

 

For - Note (b)

1,580,312,339

 

Percent of Votes Cast

89.20%

 

Percent of Issued Share Capital

68.87%

 

Against

191,369,221

 

Percent of Votes Cast

10.80%

 

Percent of Issued Share Capital

8.34%

 

Total Votes Cast (Excl. Votes Withheld)

1,771,681,560

 

Percent of Issued Share Capital

77.21%

 

Votes Withheld - Note (c)

12,569,298

 

 

Resolution 20 - Note (d)


Notice period for General Meetings


 

For - Note (b)

1,639,617,570

 

Percent of Votes Cast

92.47%

 

Percent of Issued Share Capital

71.45%

 

Against

133,582,951

 

Percent of Votes Cast

7.53%

 

Percent of Issued Share Capital

5.82%

 

Total Votes Cast (Excl. Votes Withheld)

1,773,200,521

 

Percent of Issued Share Capital

77.28%

 

Votes Withheld - Note (c)

11,084,585

 

 

Richard Burrows, Chairman of the Board of the Company, retired from the Board at the conclusion of the Company's 2021 Annual General Meeting. Mr Burrows' retirement from the Board follows the Company's announcement on 15 October 2020, as further set out in the Company's 2020 Annual Report and Form 20-F. In addition, with effect from the conclusion of the 2021 Annual General Meeting, Luc Jobin was appointed Chairman of the Board and Chairman of the Nominations Committee, and stepped down from the Audit Committee.

 

As announced on 1 April 2021, Jerry Fowden resigned from the Board with effect from 1 April 2021. Accordingly, he did not seek re-election at the 2021 Annual General Meeting and Resolution 9 was withdrawn.

 

Notes:

 

(a)  The total number of ordinary shares in issue (excluding treasury shares) at the close of business on Wednesday 27 April 2021 was 2,294,616,257.

 

(b)  Includes discretionary votes.

 

(c)  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' a resolution.

(d)  In accordance with Listing Rules 9.6.2R and 9.6.3R, copies of the resolutions numbered 17, 18 and 20 will be submitted to the National Storage Mechanism as soon as practicable and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.  A copy of the resolutions may also be obtained from the Notice of Meeting which is available on the Company's website at www.bat.com/agm .

All resolutions were passed at the Company's Annual General Meeting (AGM) today with the requisite majority of votes. We acknowledge that a significant number of our shareholders did not support resolutions 2: Directors' Remuneration Report and 16: Authority to Allot Shares.

 



Resolution 2 - Directors' Remuneration Report  

Over the last year, we have engaged with shareholders about executive remuneration. The engagement has been open and constructive and the Remuneration Committee has given careful consideration to shareholder feedback, which helped to shape the Committee's decisions and resulted in changes being adopted to proposals on executive remuneration for 2021. Our executive remuneration arrangements are fully aligned with our Directors' Remuneration Policy which was approved by a significant majority of our shareholders at our 2019 AGM.

We place great value on direct engagement with and feedback from our shareholders. We will continue our active dialogue with shareholders, particularly those who decided to vote against this resolution, and intend to further consult with shareholders during 2021.

Resolution 16 - Authority to allot shares 

As we have previously reported, the authority sought by the Company is in accordance with the UK Investment Association's share capital management guidelines and prevailing voting guidelines of leading corporate governance agencies applicable to UK listed companies.

Whilst it remains standard market practice for many UK FTSE listed companies to retain this type of authority, we understand that some institutional investors, particularly outside the UK, have specific policies against supporting this type of resolution. Following the outcome of today's vote, we will continue our ongoing dialogue with shareholders that do not support this authority and will keep best practice in this area under review. 

 

P McCrory

Secretary

British American Tobacco p.l.c.

 

28 April 2021

 

 

Enquiries:

 

Investor Relations British American Tobacco Investor Relations

Mike Nightingale / Victoria Buxton / William Houston / John Harney 

+44 20 7845 1180 / 2012 / 1138 / 1263

 

British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours)  | @BATplc

 

 

 

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