19 January 2022
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, 19 January 2022. 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 |
109,734,659 |
99.99% |
6,611 |
0.01% |
109,741,270 |
83.83% |
2,998,707 |
| 2 |
To approve the remuneration report |
52,332,420 |
54.40% |
43,861,419 |
45.60% |
96,193,839 |
73.48% |
16,546,138 |
| 3 |
To approve the remuneration policy |
99,470,149 |
88.36% |
13,100,796 |
11.64% |
112,570,945 |
85.99% |
169,032 |
| 4 |
To elect Kal Atwal
|
112,125,417 |
99.59% |
466,586 |
0.41% |
112,592,003 |
86.01% |
147,974 |
| 5 |
To re-elect Carl Cowling
|
106,486,091 |
94.58% |
6,106,398 |
5.42% |
112,592,489 |
86.01% |
147,488 |
| 6 |
To re-elect Nicky Dulieu
|
111,106,840 |
98.68% |
1,487,201 |
1.32% |
112,594,041 |
86.01% |
145,936 |
| 7 |
To re-elect Simon Emeny |
112,051,313 |
99.52% |
542,992 |
0.48% |
112,594,305 |
86.01% |
145,672 |
| 8 |
To re-elect Robert Moorhead |
109,698,595 |
97.63% |
2,657,925 |
2.37% |
112,356,520 |
85.83% |
383,457 |
| 9 |
To re-elect Henry Staunton |
103,686,736 |
92.09% |
8,906,927 |
7.91% |
112,593,663 |
86.01% |
146,314 |
| 10 |
To re-elect Maurice Thompson |
44,070,497 |
78.20% |
12,286,760 |
21.80% |
56,357,257 |
43.05% |
56,382,720 |
| 11 |
To re-appoint PricewaterhouseCoopers LLP as auditors |
112,052,885 |
99.52% |
541,821 |
0.48% |
112,594,706 |
86.01% |
145,271 |
| 12 |
To authorise the Audit Committee of the Board to determine the auditors' remuneration |
112,260,672 |
99.70% |
336,346 |
0.30% |
112,597,018 |
86.01% |
142,959 |
| 13 |
Authority to make political donations |
109,367,256 |
97.66% |
2,622,201 |
2.34% |
111,989,457 |
85.55% |
750,328 |
| 14 |
Authority to allot shares |
108,183,782 |
96.10% |
4,394,052 |
3.90% |
112,577,834 |
86.00% |
162,143 |
| 15 |
Authority to disapply pre-emption rights |
109,380,042 |
99.66% |
371,224 |
0.34% |
109,751,266 |
83.84% |
2,988,711 |
| 16 |
Authority to disapply pre-emption rights up to a further 5 per cent for acquisitions or specified capital investments |
100,256,399 |
91.34% |
9,502,932 |
8.66% |
109,759,331 |
83.84% |
2,980,646 |
| 17 |
Authority to make market purchases of ordinary shares |
111,422,764 |
99.60% |
443,067 |
0.40% |
111,865,831 |
85.45% |
874,146 |
| 18 |
Authority to call general meetings on 14 clear days' notice |
110,629,109 |
98.25% |
1,969,016 |
1.75% |
112,598,125 |
86.01% |
141,852 |
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 130,909,807 ordinary shares.
Resolution 2 - Advisory Vote on Directors' remuneration report
The Board notes the results of the advisory vote on the Directors' Remuneration Report, which has been supported by the majority of the Company's shareholders. The Remuneration Committee has already conducted an extensive consultation with the Company's largest shareholders regarding the Remuneration Report and the Company's new Remuneration Policy. The new Chair of the Remuneration Committee, Marion Sears, looks forward to continuing the Company's constructive discussions with shareholders, following her appointment, over the coming months.
The Board will report on any actions resulting from those discussions in due course.
Resolution 10 - re-election of Maurice Thompson as a director of the Company
The Board notes that Maurice Thompson's re-election to the Board was supported by the majority of the Company's shareholders. The Board has already engaged with a number of the Company's largest shareholders with regard to Maurice Thompson's position as a director of the Company. The Board will continue its ongoing dialogue with shareholders and consult as appropriate to fully understand any additional concerns in relation to this resolution.
Board changes
As previously announced, Annemarie Durbin did not stand for re-election at the AGM. As announced on 28 October 2021, Marion Sears will join the Board as a non-executive director and Chair of the Remuneration Committee with effect from 1 February 2022.
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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