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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