1 May 2024
Smith & Nephew plc (the "Company")
The Company announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held at 12:00 noon on Wednesday 1 May 2024.
|
Resolution |
For/Discretion (Number of votes) |
Percentage For/Discretion (%) |
Against (Number of votes) |
Percentage Against (%) |
Total votes validly cast | Percentage of relevant shares in issue (%) |
Withheld (Number of votes) |
| Ordinary resolutions
| | | | | | | |
| 1. To receive the audited accounts | 666,625,242 | 99.98% | 144,349 | 0.02% | 666,769,591 | 76.26% | 12,138,587 |
| 2. To approve the Directors' Remuneration Policy | 384,484,538 | 56.78% | 292,680,303 | 43.22% | 677,164,841 | 77.45% | 1,744,476 |
| 3. To approve the Directors' Remuneration Report (excluding Policy) | 661,110,005 | 97.43% | 17,440,468 | 2.57% | 678,550,473 | 77.61% | 357,619 |
| 4. To declare a final dividend | 676,303,648 | 99.65% | 2,405,971 | 0.35% | 678,709,619 | 77.62% | 200,633 |
| 5. To elect Jeremy Maiden | 675,832,114 | 99.60% | 2,740,427 | 0.40% | 678,572,541 | 77.61% | 310,877 |
| 6. To elect Simon Lowth | 675,369,191 | 99.53% | 3,203,102 | 0.47% | 678,572,293 | 77.61% | 310,125 |
| 7. To elect John Rogers | 671,269,929 | 98.92% | 7,304,079 | 1.08% | 678,574,008 | 77.61% | 309,410 |
| 8. To re-elect Rupert Soames OBE | 554,364,485 | 84.18% | 104,171,145 | 15.82% | 658,535,630 | 75.32% | 20,343,789 |
| 9. To re-elect Jo Hallas | 678,155,377 | 99.94% | 426,737 | 0.06% | 678,582,114 | 77.61% | 297,148 |
| 10. To re-elect John Ma | 676,552,950 | 99.70% | 2,037,332 | 0.30% | 678,590,282 | 77.61% | 287,504 |
| 11. To re-elect Katarzyna Mazur- Hofsaess | 678,248,007 | 99.95% | 320,330 | 0.05% | 678,568,337 | 77.61% | 311,091 |
| 12. To re-elect Deepak Nath | 676,333,799 | 99.67% | 2,243,042 | 0.33% | 678,576,841 | 77.61% | 300,914 |
| 13. To re-elect Marc Owen | 596,737,110 | 88.46% | 77,844,661 | 11.54% | 674,581,771 | 77.15% | 4,297,071 |
| 14. To re-elect Angie Risley | 628,078,914 | 92.56% | 50,489,098 | 7.44% | 678,568,012 | 77.61% | 310,730 |
| 15. To re-elect Bob White | 654,119,443 | 96.40% | 24,461,419 | 3.60% | 678,580,862 | 77.61% | 298,300 |
| 16. To appoint Deloitte LLP as the Auditor
| 678,434,139 | 99.96% | 244,566 | 0.04% | 678,678,705 | 77.62% | 228,138 |
| 17. To authorise the Directors to determine the remuneration of the Auditor
| 678,515,044 | 99.97% | 169,912 | 0.03% | 678,684,956 | 77.62% | 222,651 |
| 18. To renew the authorisation of the Directors to allot shares
| 627,146,286 | 92.41% | 51,496,290 | 7.59% | 678,642,576 | 77.62% | 267,097 |
| 19. To approve the Restricted Share Plan
| 378,880,121 | 55.95% | 298,297,145 | 44.05% | 677,177,266 | 77.45% | 1,728,668 |
| Special resolutions
| | | | | | | |
| 20. To renew the Directors' authority for the disapplication of the pre-emption rights
| 630,882,710 | 92.97% | 47,689,487 | 7.03% | 678,572,197 | 77.61% | 333,528 |
| 21. To renew the Directors' authority for the disapplication of the pre-emption rights for the purposes of acquisitions or other capital investments
| 599,062,957 | 88.28% | 79,528,501 | 11.72% | 678,591,458 | 77.61% | 314,394 |
| 22. To renew the Directors' limited authority to make market purchases of the Company's own shares
| 673,313,137 | 99.26% | 5,052,775 | 0.74% | 678,365,912 | 77.59% | 540,813 |
| 23. To authorise general meetings to be held on 14 clear days' notice
| 626,548,055 | 92.34% | 51,964,188 | 7.66% | 678,512,243 | 77.60% | 390,488 |
The Board is grateful for the engagement of shareholders and proxy agencies in our extensive consultation exercise ahead of the AGM and is pleased that all resolutions were passed at today's Annual General Meeting. The Board notes that, although they were approved, Resolution 2 on the Directors' Remuneration Policy and Resolution 19 on the Restricted Stock Plan received less than 80% support and accordingly we will continue to engage with shareholders and proxy advisers, and provide an update on further consultations within six months of today's AGM in accordance with the UK Corporate Governance Code.
The number of ordinary shares in issue on 29 April 2024 at 6pm (excluding shares held in Treasury) was 874,346,654. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
In accordance with Listing Rule 9.6.2, a copy of the resolutions, passed as Special Business, will be submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism document viewing facility at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Helen Barraclough
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
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