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 

[phone] / 2012 / 1138 / 1263

British American Tobacco Press Office
[phone] (24 hours)  | @BATplc

 

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