For immediate release 11 June 2020
Wm Morrison Supermarkets PLC ("Morrisons" or the "Company")
AGM announcement
Wm Morrison Supermarkets PLC announces that at its Annual General Meeting held on 11 June 2020 at Hilmore House, Gain Lane, Bradford, BD3 7DL, each of the resolutions submitted to the meeting (as set out in the Notice of Meeting dated 13 May 2020) was proposed and passed by the appropriate majority on a poll.
The poll votes on each resolution were as follows:
|
|
VOTES FOR |
% |
VOTES AGAINST |
% |
VOTES TOTAL |
% of ISC VOTED |
VOTES WITHHELD |
| 1. Report and Accounts |
1,886,525,114 |
98.43% |
30,106,589 |
1.57% |
1,916,631,703 |
79.69 |
3,015,269 |
| 2. Directors' Remuneration Report |
1,862,012,229 |
97.21% |
53,344,784 |
2.79% |
1,915,357,013 |
79.64 |
4,289,959 |
| 3. Directors' Remuneration Policy |
1,247,787,105 |
65.17% |
666,751,457 |
34.83% |
1,914,538,562 |
79.61 |
5,108,456 |
| 4. Final Dividend |
1,915,777,054 |
99.91% |
1,663,889 |
0.09% |
1,917,440,943 |
79.73 |
2,206,030 |
| 5. Adoption of the 2020 Sharesave Scheme |
1,909,354,893 |
99.56% |
8,517,320 |
0.44% |
1,917,872,213 |
79.74 |
1,774,760 |
| 6. To re-elect Andrew Higginson |
1,671,691,761 |
87.29% |
243,406,558 |
12.71% |
1,915,098,319 |
79.63 |
4,548,653 |
| 7. To re-elect David Potts |
1,896,269,910 |
98.90% |
21,087,996 |
1.10% |
1,917,357,906 |
79.72 |
2,289,067 |
| 8. To re-elect Trevor Strain |
1,894,793,599 |
98.82% |
22,552,139 |
1.18% |
1,917,345,738 |
79.72 |
2,301,235 |
| 9. To elect Michael Gleeson |
1,895,135,772 |
98.84% |
22,213,345 |
1.16% |
1,917,349,117 |
79.72 |
2,297,856 |
| 10. To re-elect Rooney Anand |
1,892,113,780 |
98.68% |
25,232,721 |
1.32% |
1,917,346,501 |
79.72 |
2,300,472 |
| 11. To re-elect Kevin Havelock |
1,885,354,313 |
98.33% |
31,986,584 |
1.67% |
1,917,340,897 |
79.72 |
2,306,076 |
| 12. To re-elect Belinda Richards |
1,524,498,918 |
79.51% |
392,833,979 |
20.49% |
1,917,332,897 |
79.72 |
2,314,076 |
| 13. To re-elect Paula Vennells |
1,908,687,780 |
99.55% |
8,637,587 |
0.45% |
1,917,325,367 |
79.72 |
2,321,606 |
| 14. Reappointment of Auditors |
1,894,157,486 |
98.79% |
23,193,056 |
1.21% |
1,917,350,542 |
79.72 |
2,296,431 |
| 15. Auditors' Remuneration |
1,916,364,524 |
99.95% |
940,724 |
0.05% |
1,917,305,248 |
79.72 |
2,341,725 |
| 16. Political Donations |
1,861,700,268 |
97.10% |
55,591,125 |
2.90% |
1,917,291,393 |
79.72 |
2,355,580 |
| 17. General authority to allot shares |
1,588,214,987 |
82.81% |
329,641,064 |
17.19% |
1,917,856,051 |
79.74 |
1,790,922 |
| 18. Disapplication of pre-emption rights |
1,634,816,101 |
85.24% |
283,023,198 |
14.76% |
1,917,839,299 |
79.74 |
1,807,674 |
| 19. Authority to purchase Wm Morrison Supermarkets PLC shares |
1,888,957,240 |
98.51% |
28,527,307 |
1.49% |
1,917,484,547 |
79.73 |
2,162,425 |
| 20. Notice period for General Meetings |
1,841,591,178 |
96.05% |
75,803,222 |
3.95% |
1,917,394,400 |
79.72 |
2,252,573 |
Resolutions 1 to 17 were ordinary resolutions. Resolutions 18 to 20 were special resolutions.
Votes 'For' include votes at the discretion of the Chairman. Votes withheld are not counted in the count of the total votes or the calculations of the percentages For or Against each resolution. Percentages are rounded to two decimal places.
As previously announced, as a result of the Coronavirus pandemic and in line with Government Guidance, the Company held a limited Annual General Meeting at the Company's registered office with only the minimum number of shareholders present who were all employees of Morrisons as required to form a quorum under the Company's articles of association. All valid proxy votes and voting instructions (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting.
Resolution 3
The Board is delighted by the high level of support for Resolution 2, the Annual Report on Remuneration, which received a 97% vote in favour. The Board thanks shareholders for their support of the new Remuneration Policy (Resolution 3) which was approved with a 65% vote in favour, but notes the number of votes opposing this resolution.
We undertook an extensive consultation process before proposing the new Remuneration Policy and hope that shareholders note the positive changes we have made including the introduction of a post-cessation shareholding guideline. Although the policy vote passed, and we received considerable positive feedback during consultation, the Board acknowledges a number of shareholders decided to vote against the policy.
Kevin Havelock (Chair of the Remuneration Committee), on behalf of the Board, will therefore continue to engage with shareholders and will report in due course on the outcome of those discussions.
Resolution 12
The Board also notes the level of votes cast against Resolution 12, the re-election of Belinda Richards, which received 79% approval. This is primarily driven by the votes from a small number of institutional shareholders who applied a more stringent voting policy on directors' external commitments than is market practice.
The Board strongly supports Belinda's re-appointment to the Board, and throughout her tenure she has demonstrated her commitment to the Company and ability to dedicate sufficient time to her duties. The Nomination Committee carefully monitors all directors external time commitments and would take appropriate action should concerns be identified.
We will continue to engage with our shareholders on this matter and will report in due course.
Total shares in issue at the time of the meeting were 2,405,047,577.
In accordance with Listing Rule 9.6.2, a copy of resolutions 3, 5, and 17 to 20 (as set out in the notice of Annual General Meeting), being the resolutions passed at the Annual General Meeting not concerning ordinary business, will be submitted today to the Financial Conduct Authority's national storage mechanism.
Jonathan Burke
Company Secretary
Wm Morrison Supermarkets PLC
Tel: 0345 611 5953
Registered Office:
Hilmore House
Gain Lane
Bradford
BD3 7DL
Company Number: 358949