Result of AGM

Burberry Group PLC

16 July 2024

 

BURBERRY GROUP PLC

(the "Company")

Result of Annual General Meeting 2024

16 July 2024

The Company announces the results of voting at its Annual General Meeting ("AGM") held earlier today at Conrad London St. James, 22-28 Broadway, London SW1H 0BH. All resolutions were passed by shareholders, as set out below. A poll was held on each of the resolutions proposed. 

Resolutions 1 to 18 were proposed as Ordinary Resolutions and resolutions 19 to 22 as Special Resolutions. The full text of each resolution is set out in the Notice of 2024 Annual General Meeting (the "Notice"), which is available on the Burberry Group plc website at https://www.burberryplc.com/AGM2024.

The results were as follows:

Resolution		Votes For*	%	Votes Against	%	Total votes validly cast	Total votes cast as % of issued share capital**	Votes Withheld**
1.	To receive the Company's Annual Report and Accounts for the year ended 30 March 2024.	285,031,751	99.74	754,225	0.26	285,785,976	79.70	220,108
2.	To approve the Directors' Remuneration Report for the year ended 30 March 2024.	248,439,893	86.88	37,506,163	13.12	285,946,056	79.74	60,026
3.	To declare a final dividend for the year ended 30 March 2024.	285,912,174	99.98	45,940	0.02	285,958,114	79.75	47,970
4.	To re-elect Dr Gerry Murphy as a Director of the Company.	258,882,919	95.06	13,460,768	4.94	272,343,687	75.95	13,662,394
5.	To re-elect Jonathon Akeroyd as a Director of the Company.***	WITHDRAWN ON 15 JULY 2024
6.	To re-elect Orna NíChionna as a Director of the Company.	277,359,713	97.00	8,575,099	3.00	285,934,812	79.74	71,270
7.	To re-elect Fabiola Arredondo as a Director of the Company.	273,770,383	95.75	12,161,752	4.25	285,932,135	79.74	73,947
8.	To re-elect Sam Fischer as a Director of the Company.	277,349,646	97.00	8,583,430	3.00	285,933,076	79.74	73,006
9.	To re-elect Ron Frasch as a Director of the Company.	275,926,513	96.50	10,006,174	3.50	285,932,687	79.74	73,395
10.	To re-elect Danuta Gray as a Director of the Company.	256,894,261	89.84	29,039,087	10.16	285,933,348	79.74	72,733
11.	To re-elect Antoine de Saint-Affrique as a Director of the Company.	218,147,817	76.29	67,783,924	23.71	285,931,741	79.74	74,338
12.	To re-elect Alan Stewart as a Director of the Company.	279,401,767	97.72	6,531,109	2.28	285,932,876	79.74	73,205
13.	To elect Kate Ferry as a Director of the Company.	284,064,087	99.35	1,870,393	0.65	285,934,480	79.74	71,604
14.	To elect Alessandra Cozzani as a Director of the Company.	285,524,575	99.86	409,121	0.14	285,933,696	79.74	72,388
15.	To re-appoint Ernst & Young LLP as auditor of the Company.	284,569,064	99.52	1,365,449	0.48	285,934,513	79.74	71,571
16.	To authorise the Audit Committee of the Company to determine the auditor's remuneration.	285,806,183	99.95	148,004	0.05	285,954,187	79.75	51,897
17.	To authorise political donations by the Company and its subsidiaries.	280,370,882	98.42	4,506,793	1.58	284,877,675	79.45	1,128,407
18.	To authorise the Directors to allot shares.	275,225,709	97.72	6,425,804	2.28	281,651,513	78.55	4,354,571
19.	To renew the Directors' authority to disapply pre-emption rights. (Special Resolution)	284,286,706	99.42	1,655,810	0.58	285,942,516	79.74	63,568
20.	To grant the Directors' additional authority to disapply pre-emption rights for the purposes of acquisitions or specified capital investments. (Special Resolution)	278,960,824	99.05	2,688,928	0.95	281,649,752	78.55	4,356,332
21.	To authorise the Company to purchase its own Ordinary Shares. (Special Resolution)	284,489,234	99.51	1,397,850	0.49	285,887,084	79.73	119,000
22.	To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice. (Special Resolution)	269,991,987	95.86	11,664,502	4.14	281,656,489	78.55	4,349,591

Notes:

* Includes discretionary votes.

** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.

*** As announced on 15 July 2024, Resolution 5 to re-elect Jonathan Akeroyd as a Director of the Company  was withdrawn on that date. The withdrawal of Resolution 5 did not affect the validity of the Notice, the proxy form or any proxy votes already submitted on the other resolutions. The numbering of all other proposed resolutions at the AGM remained unchanged. Any votes cast in relation to Resolution 5 ahead of the AGM were of no effect.

Every shareholder has one vote for every Ordinary Share held. As at 6.30pm on 12 July 2024, the issued share capital of the Company consisted of 363,816,314 Ordinary Shares. The Company holds 5,232,720 shares in Treasury. Therefore, the total number of voting rights in Burberry Group plc as at 12 July 2024 was 358,583,594.

In accordance with Listing Rule 9.6.2, copies of all the resolutions passed, other than those concerning ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Board Change

As previously communicated, Debra Lee did not stand for re-election as a Director at the Company's AGM held earlier today and stepped down from the Board following the conclusion of the AGM.

Resolution 11 - re-election of Antoine de Saint-Affrique as a Director of the Company

The Board notes that Resolution 11 relating to Antoine de Saint-Affrique's re-election to the Board was supported by 76.29% of shareholders and opposed by 23.71% of shareholders who voted.

Following the 2023 AGM, Gerry Murphy, our Chair, wrote again to significant shareholders who had voted against Antoine's re-election in order to understand their concerns more fully. We provided an update on this engagement on 11 January 2024 and included additional information on Antoine's other commitments and his exemplary attendance record, as well as the introduction of a new policy on Board time commitments, in the 2023/24 Annual Report.

The Board has monitored the position closely and is satisfied that Antoine is able to devote sufficient time to his role as Non-Executive Director of Burberry. However, the Board recognises that certain shareholders continue to have concerns and will re-engage with them to understand and respond to their views.

Enquiries
Gemma Parsons	Company Secretary	[phone] [e-mail]

This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Burberry Group plc shares, in the UK, or in the US, or under the US Securities Act 1933 or in any other jurisdiction.

Burberry is listed on the London Stock Exchange (BRBY.L) and is a constituent of the FTSE 100 index. ADR symbol OTC:BURBY. 

BURBERRY, the Equestrian Knight Device, the Burberry Check and the Thomas Burberry Monogram and Print are trademarks belonging to Burberry.

 

END