National Storage Mechanism | Additional information
RNS Number : 3608M
WH Smith PLC
20 January 2021
 

20 January 2021

 

 

WH SMITH PLC

Result of Annual General Meeting

All resolutions approved

 

WH Smith PLC held its Annual General Meeting for shareholders at 11.30am today, 20 January 2021.  The following table shows the results of the poll on all 18 resolutions:

 

Resolution

Votes

For

%

Votes Against

%

Votes Total

% of ISC Voted

Votes Withheld

1

To receive the reports and accounts

105,543,388

99.55

480,903

0.45

106,024,291

81.02

1,869,619

2

To approve the remuneration report

66,038,774

67.43

31,894,173

32.57

97,932,947

74.83

9,959,963

3

To approve the rules of the WH Smith US ESPP

107,453,778

99.73

292,419

0.27

107,746,197

82.33

147,713

4

To re-elect Carl Cowling

 

101,835,367

94.55

5,872,956

5.45

107,708,323

82.30

185,587

5

To elect Nicky Dulieu

 

106,765,066

99.12

944,237

0.88

107,709,303

82.30

184,607

6

To re-elect Annemarie Durbin

98,030,165

91.01

9,678,352

8.99

107,708,517

82.30

185,393

7

To re-elect Simon Emeny

100,479,660

93.29

7,227,428

6.71

107,707,088

82.30

186,812

8

To re-elect Robert Moorhead

105,706,923

98.38

1,738,675

1.62

107,445,598

82.10

448,312

9

To re-elect Henry Staunton

97,540,083

91.55

9,001,549

8.45

106,541,632

81.41

1,352,278

10

To re-elect Maurice Thompson

100,479,355

93.29

7,226,964

6.71

107,706,319

82.30

186,109

11

To re-appoint PricewaterhouseCoopers LLP as auditors

104,923,357

97.78

2,383,681

2.22

107,307,038

82.00

586,872

12

To authorise the Audit Committee of the Board to determine the auditors' remuneration

104,379,652

97.32

2,873,773

2.68

107,253,425

81.95

640,485

13

Authority to make political donations

106,951,475

99.32

734,207

0.68

107,685,682

82.28

208,228

14

Authority to allot shares

 

99,108,724

91.98

8,638,287

8.02

107,747,011

82.33

146,590

15

Authority to disapply pre-emption rights

106,109,751

99.52

509,017

0.48

106,618,768

81.47

1,273,455

16

Authority to disapply pre-emption rights up to a further 5 per cent for acquisitions or specified capital investments

105,628,598

99.07

989,469

0.93

106,618,067

81.47

1,275,843

17

Authority to make market purchases of ordinary shares

106,191,351

99.07

992,201

0.93

107,183,552

81.90

710,358

18

Authority to call general meetings on 14 clear days' notice

105,705,200

98.14

2,002,974

1.86

107,708,174

82.30

185,736

 

Notes

1.   Votes "for" and "against" are expressed as a percentage of votes received.

 

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

 

3.   At the date of the AGM the issued share capital of the Company is 130,869,582 ordinary shares.

 

Resolution 2 - Directors' remuneration report

 

We note that while Resolution 2 to approve the Directors' Remuneration Report was passed, we acknowledge that a significant minority of shareholders, 33%, chose not to support this resolution.  The Board understands that shareholders' primary concern was the salary increase of £25,000 which Mr Cowling received on 1 July 2020 which was previously disclosed to shareholders in the 2019 Remuneration Report.

 

Our 2019 Remuneration Report explained that, in accordance with best practice, Mr Cowling's salary on his appointment as Group Chief Executive was set at a lower level than his predecessor.  The Remuneration Committee agreed that Mr Cowling's salary would increase by £25,000 per annum, subject to performance, in each of the next three years following his appointment.  The Remuneration Committee believed that Mr Cowling's performance since his appointment merited the first increase in his salary with effect from 1 July 2020.  Mr Cowling chose to donate this pay increase to a charity, the Trussell Trust, until October 2020.  We confirm that our executive remuneration arrangements are fully in line with our Directors' Remuneration Policy which was approved by over 96% of shareholders at our 2019 Annual General Meeting.

 

Prior to today's Annual General Meeting, we engaged with a number of shareholders on our executive remuneration arrangements and, as a result, we confirm that the previously announced increase in Carl Cowling's salary in April 2021 will be postponed until such time as the Remuneration Committee believes that it would be appropriate to implement, but it is unlikely to do so in the financial year ending 31 August 2021.  We confirm that we will continue to actively engage with shareholders on executive remuneration to ensure their views are fully understood during 2021.

 

Board changes

 

As previously announced, Suzanne Baxter did not stand for re-election at the AGM.  Following Suzanne Baxter stepping down as a non-executive director, Nicky Dulieu has been appointed as Chair of the Audit Committee.

 

In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

I Houghton

 

 

 

 

Company Secretary

 

 

-Ends-

 

Enquiries:

 

WH Smith PLC

Mark Boyle                   Investor Relations          07879 897687

Nicola Hillman               Media Relations            01793 563354

 

Brunswick                                                                               

Tim Danaher                                                      020 7404 5959

 

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