BURBERRY GROUP PLC
(the "Company")
Result of Annual General Meeting 2024
16 July 2024
The Company announces the results of voting at its Annual General Meeting ("AGM") held earlier today at Conrad London St. James, 22-28 Broadway, London SW1H 0BH. All resolutions were passed by shareholders, as set out below. A poll was held on each of the resolutions proposed.
Resolutions 1 to 18 were proposed as Ordinary Resolutions and resolutions 19 to 22 as Special Resolutions. The full text of each resolution is set out in the Notice of 2024 Annual General Meeting (the "Notice"), which is available on the Burberry Group plc website at https://www.burberryplc.com/AGM2024.
The results were as follows:
| Resolution | Votes For* | % | Votes Against | % | Total votes validly cast | Total votes cast as % of issued share capital** | Votes Withheld** | |
| 1. | To receive the Company's Annual Report and Accounts for the year ended 30 March 2024. | 285,031,751 | 99.74 | 754,225 | 0.26 | 285,785,976 | 79.70 | 220,108 |
| 2. | To approve the Directors' Remuneration Report for the year ended 30 March 2024. | 248,439,893 | 86.88 | 37,506,163 | 13.12 | 285,946,056 | 79.74 | 60,026 |
| 3. | To declare a final dividend for the year ended 30 March 2024. | 285,912,174 | 99.98 | 45,940 | 0.02 | 285,958,114 | 79.75 | 47,970 |
| 4. | To re-elect Dr Gerry Murphy as a Director of the Company. | 258,882,919 | 95.06 | 13,460,768 | 4.94 | 272,343,687 | 75.95 | 13,662,394 |
| 5. | To re-elect Jonathon Akeroyd as a Director of the Company.*** | WITHDRAWN ON 15 JULY 2024 | ||||||
| 6. | To re-elect Orna NíChionna as a Director of the Company. | 277,359,713 | 97.00 | 8,575,099 | 3.00 | 285,934,812 | 79.74 | 71,270 |
| 7. | To re-elect Fabiola Arredondo as a Director of the Company. | 273,770,383 | 95.75 | 12,161,752 | 4.25 | 285,932,135 | 79.74 | 73,947 |
| 8. | To re-elect Sam Fischer as a Director of the Company. | 277,349,646 | 97.00 | 8,583,430 | 3.00 | 285,933,076 | 79.74 | 73,006 |
| 9. | To re-elect Ron Frasch as a Director of the Company. | 275,926,513 | 96.50 | 10,006,174 | 3.50 | 285,932,687 | 79.74 | 73,395 |
| 10. | To re-elect Danuta Gray as a Director of the Company. | 256,894,261 | 89.84 | 29,039,087 | 10.16 | 285,933,348 | 79.74 | 72,733 |
| 11. | To re-elect Antoine de Saint-Affrique as a Director of the Company. | 218,147,817 | 76.29 | 67,783,924 | 23.71 | 285,931,741 | 79.74 | 74,338 |
| 12. | To re-elect Alan Stewart as a Director of the Company. | 279,401,767 | 97.72 | 6,531,109 | 2.28 | 285,932,876 | 79.74 | 73,205 |
| 13. | To elect Kate Ferry as a Director of the Company. | 284,064,087 | 99.35 | 1,870,393 | 0.65 | 285,934,480 | 79.74 | 71,604 |
| 14. | To elect Alessandra Cozzani as a Director of the Company. | 285,524,575 | 99.86 | 409,121 | 0.14 | 285,933,696 | 79.74 | 72,388 |
| 15. | To re-appoint Ernst & Young LLP as auditor of the Company. | 284,569,064 | 99.52 | 1,365,449 | 0.48 | 285,934,513 | 79.74 | 71,571 |
| 16. | To authorise the Audit Committee of the Company to determine the auditor's remuneration. | 285,806,183 | 99.95 | 148,004 | 0.05 | 285,954,187 | 79.75 | 51,897 |
| 17. | To authorise political donations by the Company and its subsidiaries. | 280,370,882 | 98.42 | 4,506,793 | 1.58 | 284,877,675 | 79.45 | 1,128,407 |
| 18. | To authorise the Directors to allot shares. | 275,225,709 | 97.72 | 6,425,804 | 2.28 | 281,651,513 | 78.55 | 4,354,571 |
| 19. | To renew the Directors' authority to disapply pre-emption rights. (Special Resolution) | 284,286,706 | 99.42 | 1,655,810 | 0.58 | 285,942,516 | 79.74 | 63,568 |
| 20. | To grant the Directors' additional authority to disapply pre-emption rights for the purposes of acquisitions or specified capital investments. (Special Resolution) | 278,960,824 | 99.05 | 2,688,928 | 0.95 | 281,649,752 | 78.55 | 4,356,332 |
| 21. | To authorise the Company to purchase its own Ordinary Shares. (Special Resolution) | 284,489,234 | 99.51 | 1,397,850 | 0.49 | 285,887,084 | 79.73 | 119,000 |
| 22. | To authorise the Directors to call general meetings (other than an AGM) on not less than 14 clear days' notice. (Special Resolution) | 269,991,987 | 95.86 | 11,664,502 | 4.14 | 281,656,489 | 78.55 | 4,349,591 |
Notes:
* Includes discretionary votes.
** A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution.
*** As announced on 15 July 2024, Resolution 5 to re-elect Jonathan Akeroyd as a Director of the Company was withdrawn on that date. The withdrawal of Resolution 5 did not affect the validity of the Notice, the proxy form or any proxy votes already submitted on the other resolutions. The numbering of all other proposed resolutions at the AGM remained unchanged. Any votes cast in relation to Resolution 5 ahead of the AGM were of no effect.
Every shareholder has one vote for every Ordinary Share held. As at 6.30pm on 12 July 2024, the issued share capital of the Company consisted of 363,816,314 Ordinary Shares. The Company holds 5,232,720 shares in Treasury. Therefore, the total number of voting rights in Burberry Group plc as at 12 July 2024 was 358,583,594.
In accordance with Listing Rule 9.6.2, copies of all the resolutions passed, other than those concerning ordinary business, have been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Board Change
As previously communicated, Debra Lee did not stand for re-election as a Director at the Company's AGM held earlier today and stepped down from the Board following the conclusion of the AGM.
Resolution 11 - re-election of Antoine de Saint-Affrique as a Director of the Company
The Board notes that Resolution 11 relating to Antoine de Saint-Affrique's re-election to the Board was supported by 76.29% of shareholders and opposed by 23.71% of shareholders who voted.
Following the 2023 AGM, Gerry Murphy, our Chair, wrote again to significant shareholders who had voted against Antoine's re-election in order to understand their concerns more fully. We provided an update on this engagement on 11 January 2024 and included additional information on Antoine's other commitments and his exemplary attendance record, as well as the introduction of a new policy on Board time commitments, in the 2023/24 Annual Report.
The Board has monitored the position closely and is satisfied that Antoine is able to devote sufficient time to his role as Non-Executive Director of Burberry. However, the Board recognises that certain shareholders continue to have concerns and will re-engage with them to understand and respond to their views.
| Enquiries | | |
| Gemma Parsons | Company Secretary | +44 (0)20 3367 4539 Gemma.Parsons@burberry.com |
| | | |
This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of any Burberry Group plc shares, in the UK, or in the US, or under the US Securities Act 1933 or in any other jurisdiction.
Burberry is listed on the London Stock Exchange (BRBY.L) and is a constituent of the FTSE 100 index. ADR symbol OTC:BURBY.
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