| Contacts: | Alistair Mackinnon-Musson | |
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| Rowbell PR | Tel: 020 7717 5239 |
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| Email: next@rowbellpr.com | |
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| Photographs: | Photographs available at: http://press.next.co.uk/media/company-images/campaignimages.aspx | |
NEXT plc ("NEXT")
Results of 2025 Annual General Meeting ("AGM")
The Board of NEXT plc is pleased to announce that at the AGM of NEXT shareholders held on 15 May 2025, resolutions 1 to 25, as set out in the Notice of Meeting contained in the Annual Report and Accounts for the year ended 25 January 2025, were passed. Resolution 26, which was not supported by the Board, was not passed.
All resolutions were put to the meeting and voted on a poll and results are detailed below.
The total number of shares on the register at 9.00 am on 13 May 2025, being those eligible to be voted on at the AGM, was 122,860,303.
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| For | Against | TOTAL VOTES CAST | % of shares on register at | Votes withheld1 | ||
| Resolution | Special / Ordinary | No. of Votes | % | No. of Votes | % | No. of Votes | % | No. of Votes |
| 1 To receive and adopt the accounts and reports of the directors and auditor | Ordinary | 84,622,594 | 99.71 | 248,355 | 0.29 | 84,870,949 | 69.08 | 697,129 |
| 2 To approve the Remuneration Report | Ordinary | 77,690,189 | 90.85 | 7,828,454 | 9.15 | 85,518,643 | 69.61 | 49,433 |
| 3 To declare a final dividend of 158 pence per ordinary share | Ordinary | 85,556,329 | 100.00 | 338 | 0.00 | 85,556,667 | 69.64 | 11,411 |
| 4 To elect Jonathan Blanchard as a director | Ordinary | 83,946,472 | 98.12 | 1,605,869 | 1.88 | 85,552,341 | 69.63 | 15,735 |
| 5 To re-elect Jonathan Bewes as a director | Ordinary | 82,678,231 | 96.64 | 2,873,904 | 3.36 | 85,552,135 | 69.63 | 15,939 |
| 6 To re-elect Venetia Butterfield as a director | Ordinary | 83,813,346 | 97.97 | 1,739,171 | 2.03 | 85,552,517 | 69.63 | 15,558 |
| 7 To re-elect Soumen Das as a director | Ordinary | 83,546,564 | 97.66 | 2,005,729 | 2.34 | 85,552,293 | 69.63 | 15,782 |
| 8 To re-elect Tom Hall as a director | Ordinary | 82,026,183 | 95.88 | 3,526,144 | 4.12 | 85,552,327 | 69.63 | 15,746 |
| 9 To re-elect Dame Tristia Harrison as a director | Ordinary | 83,811,846 | 97.97 | 1,740,780 | 2.03 | 85,552,626 | 69.63 | 15,449 |
| 10 To re-elect Richard Papp as a director | Ordinary | 84,095,106 | 98.30 | 1,457,523 | 1.70 | 85,552,629 | 69.63 | 15,447 |
| 11 To re-elect Michael Roney as a director | Ordinary | 73,883,269 | 86.36 | 11,665,983 | 13.64 | 85,549,252 | 69.63 | 18,821 |
| 12. To re-elect Jane Shields as a director | Ordinary | 84,308,664 | 98.55 | 1,244,113 | 1.45 | 85,552,777 | 69.63 | 15,299 |
| 13 To re-elect Jeremy Stakol as a director | Ordinary | 84,072,129 | 98.27 | 1,480,682 | 1.73 | 85,552,811 | 69.63 | 15,265 |
| 14 To re-elect Amy Stirling as a director | Ordinary | 83,790,589 | 97.94 | 1,761,926 | 2.06 | 85,552,515 | 69.63 | 15,560 |
| 15 To re-elect Lord Wolfson as a director | Ordinary | 84,215,451 | 98.43 | 1,341,544 | 1.57 | 85,556,995 | 69.64 | 11,082 |
| 16 To re-appoint PricewaterhouseCoopers LLP as auditor | Ordinary | 84,697,306 | 99.69 | 265,352 | 0.31 | 84,962,658 | 69.15 | 605,419 |
| 17 To authorise the Audit Committee to set the auditor's remuneration | Ordinary | 85,534,430 | 99.97 | 21,805 | 0.03 | 85,556,235 | 69.64 | 11,842 |
| 18 Extension of NEXT Long Term Incentive Plan | Ordinary | 83,456,934 | 97.60 | 2,055,866 | 2.40 | 85,512,800 | 69.60 | 55,277 |
| 19 Directors' authority to allot shares | Ordinary | 81,490,946 | 95.25 | 4,063,375 | 4.75 | 85,554,321 | 69.64 | 13,756 |
| 20 General authority to disapply pre-emption rights | Special | 82,389,326 | 96.30 | 3,163,050 | 3.70 | 85,552,376 | 69.63 | 15,701 |
| 21 Additional authority to disapply pre-emption rights | Special | 78,642,983 | 92.14 | 6,712,381 | 7.86 | 85,355,364 | 69.47 | 212,712 |
| 22 Authority for on-market purchase of own shares | Special | 83,040,688 | 97.06 | 2,514,258 | 2.94 | 85,554,946 | 69.64 | 13,130 |
| 23 Authority for off-market purchases of own shares | | 85,163,410 | 99.55 | 384,242 | 0.45 | 85,547,652 | 69.63 | 20,425 |
| Less votes disregarded under the provisions of the Companies Act 2006 | Special | (3,000,000) | | | | (3,000,000) | | |
| Resolution 23 total2 | | 82,163,410 | 99.53 | 384,242 | 0.47 | 82,547,652 | 67.19 | 20,425 |
| 24 Amendment to the articles of association | Special | 85,435,951 | 99.86 | 116,187 | 0.14 | 85,552,138 | 69.63 | 15,939 |
| 25 Notice period of general meetings | Special | 80,468,028 | 94.05 | 5,086,850 | 5.95 | 85,554,878 | 69.64 | 13,199 |
| 26 ShareAction Requisitioned Resolution | Special | 22,253,060 | 26.87 | 60,563,460 | 73.13 | 82,816,520 | 67.41 | 2,751,553 |
In accordance with UK Listing Rule 6.4.2, a copy of the resolutions passed as special business, along with the new articles of association, will be submitted as soon as practicable to the National Storage Mechanism and will be available shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Resolution 26
Shareholder Resolution 26, which was requisitioned by ShareAction, was defeated by a very significant margin, with approximately three votes against every one in favour. This resolution was not supported by the Board for the reasons set out comprehensively on pages 262 to 263 of the Annual Report and Accounts, available on the Company's website: www.nextplc.co.uk.
Although the Board does not agree with the form of the resolution, it recognises the value of providing more clarity on how wages are determined and managed at NEXT. The Company has a long-standing commitment to transparency and aims to offer shareholders meaningful insight into its decision making. Accordingly, we welcome the suggestion and will expand our disclosure on wage-setting principles and practices in our next Annual Report.
In line with the UK Corporate Governance Code, we will continue to consult with shareholders who voted for the resolution, and an update on shareholder views and any actions taken will be published via Stock Exchange Announcement by 15 November 2025, with a final summary in the 2026 Annual Report and Accounts.
Note1: The 'Vote Withheld' option is provided to enable the shareholder to abstain on any resolution. It is not a vote in law and is not counted in the calculation of the proportion of votes for and against a resolution.
Note2: The total maximum number of Ordinary Shares which may be purchased by NEXT for cancellation pursuant to such contingent purchase contracts is 3.0 million. NEXT has disregarded 3.0 million votes from both the total number of votes cast in favour of the resolution and the total votes cast so that the voting of those shares did not affect the result of the poll.
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