24 March 2021
Mitchells & Butlers plc (the "Company")
LEI no. 213800JHYNDNB1NS2W10
Result of Annual General Meeting
Mitchells & Butlers plc announces the results of the voting at the Company's Annual General Meeting held today, 24 March 2021, by telephone at 10.00a.m.
All the resolutions were voted on by way of a poll and the results of each resolution are shown below. All resolutions were duly approved by the relevant majority in each case. Resolutions 20 and 21 were passed as special resolutions. All other resolutions were passed as ordinary resolutions and, in the case of resolutions 6, 11, 12, 14 and 16, were also passed by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.
| |
|
VOTES FOR (a) |
% |
VOTES AGAINST |
% |
VOTES TOTAL |
% of ISC VOTED |
VOTES WITHHELD (b) |
| 1 |
Receipt of accounts |
515,563,440 |
99.93% |
356,740 |
0.07% |
515,920,180 |
86.54% |
487,814 |
| 2 |
Approval of Annual Report on Remuneration |
513,229,539 |
99.44% |
2,889,973 |
0.56% |
516,119,512 |
86.57% |
286,976 |
| 3 |
Approval of Remuneration Policy |
425,892,672 |
82.48% |
90,447,384 |
17.52% |
516,340,056 |
86.61% |
61,932 |
| 4 |
Approval of Restricted Share Plan 2021 |
455,803,154 |
88.50% |
59,223,524 |
11.50% |
515,026,678 |
86.39% |
1,378,979 |
| 5 |
Re-elect Keith Browne |
403,641,142 |
80.11% |
100,247,426 |
19.89% |
503,888,568 |
84.52% |
12,516,467 |
| 6 |
Re-elect Dave Coplin |
504,082,821 |
97.64% |
12,186,506 |
2.36% |
516,269,327 |
86.59% |
136,668 |
| 7 |
Re-elect Eddie Irwin |
362,408,378 |
71.92% |
141,480,591 |
28.08% |
503,888,969 |
84.52% |
12,515,750 |
| 8 |
Re-elect Bob Ivell |
388,493,695 |
75.24% |
127,833,039 |
24.76% |
516,326,734 |
86.60% |
79,321 |
| 9 |
Re-elect Tim Jones |
515,496,074 |
99.84% |
836,816 |
0.16% |
516,332,890 |
86.60% |
74,192 |
| 10 |
Re-elect Josh Levy |
386,265,946 |
76.66% |
117,628,611 |
23.34% |
503,894,557 |
84.52% |
12,511,590 |
| 11 |
Re-elect Jane Moriarty |
504,273,927 |
97.67% |
12,027,494 |
2.33% |
516,301,421 |
86.60% |
104,349 |
| 12 |
Re-elect Susan Murray |
504,281,272 |
97.67% |
12,017,465 |
2.33% |
516,298,737 |
86.60% |
100,696 |
| 13 |
Re-elect Ron Robson |
373,633,434 |
74.15% |
130,256,462 |
25.85% |
503,889,896 |
84.52% |
12,515,874 |
| 14 |
Re-elect Colin Rutherford |
504,213,182 |
97.67% |
12,037,431 |
2.33% |
516,250,613 |
86.59% |
155,156 |
| 15 |
Re-elect Phil Urban |
515,539,367 |
99.85% |
784,565 |
0.15% |
516,323,932 |
86.60% |
83,801 |
| 16 |
Re-elect Imelda Walsh |
504,196,423 |
97.66% |
12,054,969 |
2.34% |
516,251,392 |
86.59% |
153,490 |
| 17 |
Reappointment of auditor |
515,954,249 |
99.92% |
411,653 |
0.08% |
516,365,902 |
86.61% |
40,019 |
| 18 |
Auditor's remuneration |
516,188,685 |
99.97% |
172,173 |
0.03% |
516,360,858 |
86.61% |
44,912 |
| 19 |
Political donations |
514,613,018 |
99.69% |
1,595,865 |
0.31% |
516,208,883 |
86.58% |
196,000 |
| 20 |
Amendments to Articles (c) |
516,243,114 |
99.98% |
90,541 |
0.02% |
516,333,655 |
86.60% |
71,898 |
| 21 |
Notice period for meetings (c) |
514,603,471 |
99.66% |
1,767,927 |
0.34% |
516,371,398 |
86.61% |
33,402 |
| VOTES EXCLUDING THE CONTROLLING SHAREHOLDER ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS |
||||||||
| |
|
VOTES FOR (a) |
% |
VOTES AGAINST |
% |
VOTES TOTAL |
% of ISC VOTED (excluding controlling shareholders) |
VOTES WITHHELD (b) |
| 6 |
Re-elect Dave Coplin (d) |
165,249,126 |
93.13% |
12,186,506 |
6.87% |
177,435,632 |
68.94% |
136,668 |
| 11 |
Re-elect Jane Moriarty (d) |
165,440,232 |
93.22% |
12,027,494 |
6.78% |
177,467,726 |
68.96% |
104,349 |
| 12 |
Re-elect Susan Murray (d) |
165,447,577 |
93.23% |
12,017,465 |
6.77% |
177,465,042 |
68.95% |
100,696 |
| 14 |
Re-elect Colin Rutherford (d) |
165,379,487 |
93.22% |
12,037,431 |
6.78% |
177,416,918 |
68.94% |
155,156 |
| 16 |
Re-elect Imelda Walsh (d) |
165,362,728 |
93.21% |
12,054,969 |
6.79% |
177,417,697 |
68.94% |
153,490 |
NOTES:
(a) The "For" vote includes those giving the Chairman discretion.
(b) A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
(c) Passed as a special resolution.
(d) Passed both as an ordinary resolution by a majority of all shareholders and by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.
Votes "For" and "Against" are expressed as a percentage of votes received. Voting was conducted by a poll.
The Board notes the level of votes against resolutions 7, 10 and 13 concerning individuals who represent the Company's controlling shareholder (as defined in the Listing Rules) (the "controlling shareholder") and resolution 8 concerning the Chairman. The UK Corporate Governance Code (the "Code") contains best practice recommendations in relation to corporate governance yet acknowledges that, in individual cases, these will not all necessarily be appropriate for particular companies. Accordingly, the Code specifically recognises the concept of "Comply or Explain" in relation to divergences from the Code and the Company has explained the circumstances of these appointments in detail in its 2020 Annual Report.
The number of shares in issue at 6.30p.m. on 22 March 2021 was 596,198,205, of which 257,364,510 were held by shareholders other than the controlling shareholder.
The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism and also on the Company's website at www.mbplc.com.
Denise Burton
Deputy Company Secretary
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