BAE SYSTEMS PLC

Result of AGM

RNS Number : 8239X
BAE SYSTEMS PLC
06 May 2021
 

BAE SYSTEMS plc

 

POLL RESULTS FOR AGM 2021

 

BAE Systems plc announces that all resolutions were passed by the requisite majorities on a poll at the Company's Annual General Meeting held on 6 May 2021.

 

ORDINARY RESOLUTIONS

VOTES FOR

% VOTES FOR1

VOTES AGAINST

TOTAL VOTES VALIDLY CAST

% OF ISSUED SHARE CAPITAL VOTED1,2,3

VOTES WITHHELD2

Resolution 1:

Report and Accounts

2,503,112,218

100.00

100,397

2,503,212,615

77.56%

2,223,302

Resolution 2:

Directors' Remuneration Report

1,735,641,459

76.59

530,398,812

2,266,040,271

70.21%

239,395,615

Resolution 3:

Dividend

2,500,847,963

99.87

3,216,460

2,504,064,423

77.59%

1,394,983

Resolution 4:

Re-election of Thomas Arseneault

2,503,679,613

99.98

520,649

2,504,200,262

77.59%

1,229,609

Resolution 5:

Re-election of Sir Roger Carr

2,491,035,291

99.47

13,212,855

2,504,248,146

77.59%

1,193,408

Resolution 6:

Re-election of Dame Elizabeth Corley

2,488,388,856

99.37

15,814,629

2,504,203,485

77.59%

1,232,397

Resolution 7:

Re-election of Bradley Greve

2,498,256,598

99.76

5,951,670

2,504,208,268

77.59%

1,234,159

Resolution 8:

Re-election of Jane Griffiths

2,495,657,665

99.66

8,524,665

2,504,182,330

77.59%

1,250,241

Resolution 9:

Re-election of Christopher Grigg

2,489,906,014

99.43

14,290,409

2,504,196,423

77.59%

1,239,459

Resolution 10:

Re-election of Stephen Pearce

2,478,339,153

98.97

25,860,107

2,504,199,260

77.59%

1,236,622

Resolution 11:

Re-election of Nicole Piasecki

2,343,623,204

93.59

160,586,170

2,504,209,374

77.59%

1,226,508

Resolution 12:

Re-election of Ian Tyler

2,440,709,038

98.30

42,293,624

2,483,002,662

76.94%

22,432,244

Resolution 13:

Re-election of Charles Woodburn

2,503,712,767

99.98

594,412

2,504,307,179

77.60%

1,149,098

Resolution 14:

Election of Nicholas Anderson

2,502,536,507

99.94

1,606,917

2,504,143,424

77.59%

1,264,905

Resolution 15:

Election of Dame Carolyn Fairbairn

2,503,576,832

99.98

587,336

2,504,164,168

77.59%

1,254,289

Resolution 16:

Re-appointment of Auditors

2,503,809,040

99.98

480,753

2,504,289,793

77.60%

1,130,117

Resolution 17:

Auditors' remuneration

2,503,699,348

99.98

539,666

2,504,239,014

77.59%

1,179,976

Resolution 18:

Political donations

2,457,281,557

98.55

36,216,080

2,493,497,637

77.26%

11,954,372

Resolution 19:

Authority to allot new shares

2,333,912,957

93.20

170,398,399

2,504,311,356

77.60%

1,108,643

 

 

SPECIAL RESOLUTIONS

VOTES FOR

% VOTES FOR1

VOTES AGAINST

TOTAL VOTES VALIDLY CAST

% OF ISSUED SHARE CAPITAL VOTED1,2,3

VOTES WITHHELD2

Resolution 20:

Disapplication of

pre-emption rights

2,238,272,967

89.38

265,816,526

2,504,089,493

77.59%

1,324,449

Resolution 21:

Authority to purchase own shares

2,474,177,551

99.02

24,572,991

2,498,750,542

77.42%

6,689,836

Resolution 22:

Notice of general meetings

 

2,373,309,014

94.77

131,030,473

2,504,339,487

77.60%

1,066,666

Resolution 23:

Amend Articles of Association

 

2,488,397,667

99.80

5,099,378

2,493,497,045

77.26%

11,888,336

 

 

Notes: 

1.  The percentages above are rounded to two decimal places.

2.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" and "against" a resolution. 

3.  The number of ordinary shares in issue on the share register at 6.30pm on 4 May 2021 was 3,467,440,044, of which the Total Voting Rights figure was 3,227,355,435.

 

Copies of resolutions 18 - 23, being resolutions other than resolutions concerning ordinary business passed by the Company at the above AGM, are being submitted to the National Storage Mechanism and will shortly be available for inspection at:   https://data.fca.org.uk/#/nsm/nationalstoragemechanism .  Copies of these resolutions can be obtained from the Company Secretary, BAE Systems plc, 6 Carlton Gardens, London SW1Y 5AD.

 

Resolution 2 - Approval of the Directors' Remuneration Report

 

 

Resolution 2, to approve the Directors' Remuneration Report, was passed with more than three-quarters of votes cast in favour of the resolution.

 

The Directors are very appreciative of the support the resolution received in a challenging period and have valued the dialogue with major shareholders that facilitated this outcome.

 

The importance of retaining the services of a first class Chief Executive on competitive terms by a one-off remuneration adjustment was taken in the interests of all stakeholders, and was explained in detail in our Annual Report and through personal engagement with shareholders accounting for nearly 70% of the Company's share capital.  Our depth of engagement was positively received as was the exceptional level of transparency in both our dialogue and the Annual Report.

 

It is the policy of the Board to seek the highest standards of governance in all that we do and to maintain an open and transparent dialogue with all stakeholders in all that we say.  We acknowledge that it may not be possible to please all our stakeholders all of the time, but we will continue to engage and listen to ensure all views are understood and respected.

 

Against this background, we will be explaining the additional work the Board is undertaking on long-term succession planning across the Company's senior executive population, and in accordance with the UK Corporate Governance Code will publish an update within six months of our AGM.

 

 

 

6 May 2021

 

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