Result of AGM

RNS Number : 4087R

Marks and Spencer Group PLC

05 July 2022

 

Marks and Spencer Group PLC

AGM Results

Marks & Spencer today held its third fully digitally enabled shareholder meeting broadcast from Waterside House, London. At a time when market-wide AGM attendance has been declining, the pioneering format saw M&S shareholder participation increase to 1,687 compared to 1,664 last year. Overall, the digital format has enabled M&S to treble private shareholder engagement levels compared to its last in-person meeting hosted in 2019. A recording of the meeting is available to view on our corporate website here: https://corporate.marksandspencer.com/AGM2022

The Board is pleased that all resolutions were carried with substantial support and has noted that the Advisory note on the Directors' Remuneration Report received 70.89% of votes in favour.

M&S has been proactively talking to our larger shareholders about this subject and we are aware of the reasons why some shareholders voted against the resolution on the Remuneration Report. However, the Board is convinced that the majority of shareholders were right in their judgement on this issue.

The Board strongly believes that it has acted in shareholders' interests and consistent with the values and integrity of the business in relation to Steve Rowe's remuneration. Steve served 37 years with the business, the last six years as Chief Executive Officer. Three weeks prior to the 2022 financial year-end we announced that he would be standing down at the results announcement, as part of a planned succession process that he helped to plan, handing the leadership to a team that he recruited. He worked full time and with total energy as Chief Executive Officer well beyond the end of the financial year.

All eligible colleagues have received a bonus this year, the first since 2017, in recognition of the strong financial performance in the year. It would have been wholly wrong to exclude Steve from this as the performance was delivered under his leadership. To have denied him the bonus because he helped support an orderly and organised succession that was announced just three weeks before the year-end would have shown bad faith to a great servant of the business and would not have been in any way in shareholders' interests.

Following the AGM the Remuneration Committee intends to engage further with shareholders to understand the concerns expressed by the minority. An update on this engagement will be published in accordance with the UK Corporate Governance Code within six months of today's meeting. In the standard three-year cycle of approval, our Remuneration Policy is due to be reviewed and presented to shareholders at the 2023 AGM.

In accordance with Listing Rule 9.6.2, copies of the resolutions that do not constitute ordinary business at an annual general meeting have been submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Copies of our announcements are available on our website, corporate.marksandspencer.com/investors.

MARKS AND SPENCER GROUP PLC - AGM - 5 JULY 2022 - POLL RESULT
		For (see note 2)		Against (see note 2)		Number of votes Withheld (See note 3)	Total Capital Instructed
Resolution		No. of shares	%	No. of shares	%
1	Receive Annual Reports and Accounts	1,339,451,971	99.99	157,191	0.01	1,411,785	68.28%
2	Approve the Remuneration Report	930,901,466	70.89	382,304,226	29.11	27,809,219	68.28%
3	Re-elect Archie Norman	1,288,556,149	96.10	52,271,066	3.90	204,180	68.28%
4	Re-elect Eoin Tonge	1,335,843,323	99.63	4,958,347	0.37	251,353	68.28%
5	Re-elect Evelyn Bourke	1,176,809,541	87.77	163,959,382	12.23	283,901	68.28%
6	Re-elect Fiona Dawson	1,326,480,850	98.93	14,279,272	1.07	290,202	68.28%
7	Re-elect Andrew Fisher	1,316,596,126	98.20	24,159,878	1.80	272,212	68.28%
8	Re-elect Andy Halford	1,305,732,873	97.39	35,035,074	2.61	282,857	68.28%
9	Re-elect Tamara Ingram	1,318,085,555	98.31	22,646,240	1.69	292,311	68.28%
10	Re-elect Justin King	1,326,501,796	98.93	14,310,651	1.07	240,759	68.28%
11	Re-elect Sapna Sood	1,326,415,831	98.93	14,330,957	1.07	277,318	68.28%
12	Elect Stuart Machin	1,340,304,101	99.96	475,033	0.04	267,080	68.28%
13	Elect Katie Bickerstaffe	1,337,195,657	99.73	3,583,671	0.27	269,386	68.28%
14	Re-appoint Deloitte LLP as auditor	1,330,455,419	99.90	1,384,747	0.10	9,206,048	68.28%
15	Authorise Audit Committee to determine auditors' remuneration	1,339,612,877	99.91	1,217,059	0.09	214,229	68.28%
16	Authorise the Company, and its subsidiaries, to make political donations	1,268,497,930	94.75	70,333,790	5.25	2,214,494	68.28%
17	Authorise allotment of ordinary shares	1,313,858,056	97.99	26,945,573	2.01	242,585	68.28%
18	General disapplication pre-emption rights*	1,336,141,058	99.66	4,508,799	0.34	394,992	68.28%
19	Additional disapplication of pre-emption rights*	1,279,181,425	95.41	61,473,173	4.59	390,251	68.28%
20	Authorise purchase of own shares*	1,328,435,544	99.19	10,854,595	0.81	1,755,985	68.28%
21	Call general meetings on 14 days' notice*	1,256,405,720	94.41	74,404,099	5.59	226,395	67.77%
22	Renewal of Share Incentive Plan	1,340,136,466	99.96	543,524	0.04	366,224	68.28%
23	Section 190 transaction	1,340,023,164	99.97	414,688	0.03	606,997	68.28%
* Special Resolution
NOTES:  1  All resolutions were passed. 2  Votes "For" and "Against" are expressed as a percentage of votes received.  3  A "Vote withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution. 4  Total number of shares in issue at 6.30pm on 4 July 2022 = 1,964,019,744 shares. 68.28% of voting capital was instructed.

 

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