TIDMMKS
RNS Number : 4087R
Marks and Spencer Group PLC
05 July 2022
Marks and Spencer Group PLC
AGM Results
Marks & Spencer today held its third fully digitally enabled
shareholder meeting broadcast from Waterside House, London. At a
time when market-wide AGM attendance has been declining, the
pioneering format saw M&S shareholder participation increase to
1,687 compared to 1,664 last year. Overall, the digital format has
enabled M&S to treble private shareholder engagement levels
compared to its last in-person meeting hosted in 2019. A recording
of the meeting is available to view on our corporate website here:
https://corporate.marksandspencer.com/AGM2022
The Board is pleased that all resolutions were carried with
substantial support and has noted that the Advisory note on the
Directors' Remuneration Report received 70.89% of votes in
favour.
M&S has been proactively talking to our larger shareholders
about this subject and we are aware of the reasons why some
shareholders voted against the resolution on the Remuneration
Report. However, the Board is convinced that the majority of
shareholders were right in their judgement on this issue.
The Board strongly believes that it has acted in shareholders'
interests and consistent with the values and integrity of the
business in relation to Steve Rowe's remuneration. Steve served 37
years with the business, the last six years as Chief Executive
Officer. Three weeks prior to the 2022 financial year-end we
announced that he would be standing down at the results
announcement, as part of a planned succession process that he
helped to plan, handing the leadership to a team that he recruited.
He worked full time and with total energy as Chief Executive
Officer well beyond the end of the financial year.
All eligible colleagues have received a bonus this year, the
first since 2017, in recognition of the strong financial
performance in the year. It would have been wholly wrong to exclude
Steve from this as the performance was delivered under his
leadership. To have denied him the bonus because he helped support
an orderly and organised succession that was announced just three
weeks before the year-end would have shown bad faith to a great
servant of the business and would not have been in any way in
shareholders' interests.
Following the AGM the Remuneration Committee intends to engage
further with shareholders to understand the concerns expressed by
the minority. An update on this engagement will be published in
accordance with the UK Corporate Governance Code within six months
of today's meeting. In the standard three-year cycle of approval,
our Remuneration Policy is due to be reviewed and presented to
shareholders at the 2023 AGM.
In accordance with Listing Rule 9.6.2, copies of the resolutions
that do not constitute ordinary business at an annual general
meeting have been submitted to the National Storage Mechanism and
will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Copies of our announcements are available on our website,
corporate.marksandspencer.com/investors.
MARKS AND SPENCER GROUP PLC - AGM - 5 JULY 2022 - POLL RESULT
For (see note Against (see
2) note 2)
----------------------------- ---------------------- -------------------- ----------- ------------
Number
of votes
Withheld Total
No. of No. of (See note Capital
Resolution shares % shares % 3) Instructed
----------------------------- -------------- ------ ------------ ------ ----------- ------------
Receive Annual Reports
1 and Accounts 1,339,451,971 99.99 157,191 0.01 1,411,785 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
Approve the Remuneration
2 Report 930,901,466 70.89 382,304,226 29.11 27,809,219 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
3 Re-elect Archie Norman 1,288,556,149 96.10 52,271,066 3.90 204,180 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
4 Re-elect Eoin Tonge 1,335,843,323 99.63 4,958,347 0.37 251,353 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
5 Re-elect Evelyn Bourke 1,176,809,541 87.77 163,959,382 12.23 283,901 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
6 Re-elect Fiona Dawson 1,326,480,850 98.93 14,279,272 1.07 290,202 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
7 Re-elect Andrew Fisher 1,316,596,126 98.20 24,159,878 1.80 272,212 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
8 Re-elect Andy Halford 1,305,732,873 97.39 35,035,074 2.61 282,857 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
9 Re-elect Tamara Ingram 1,318,085,555 98.31 22,646,240 1.69 292,311 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
10 Re-elect Justin King 1,326,501,796 98.93 14,310,651 1.07 240,759 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
11 Re-elect Sapna Sood 1,326,415,831 98.93 14,330,957 1.07 277,318 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
12 Elect Stuart Machin 1,340,304,101 99.96 475,033 0.04 267,080 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
13 Elect Katie Bickerstaffe 1,337,195,657 99.73 3,583,671 0.27 269,386 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
Re-appoint Deloitte
14 LLP as auditor 1,330,455,419 99.90 1,384,747 0.10 9,206,048 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
Authorise Audit Committee
to determine auditors'
15 remuneration 1,339,612,877 99.91 1,217,059 0.09 214,229 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
Authorise the Company,
and its subsidiaries,
16 to make political donations 1,268,497,930 94.75 70,333,790 5.25 2,214,494 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
Authorise allotment
17 of ordinary shares 1,313,858,056 97.99 26,945,573 2.01 242,585 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
General disapplication
18 pre-emption rights* 1,336,141,058 99.66 4,508,799 0.34 394,992 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
Additional disapplication
19 of pre-emption rights* 1,279,181,425 95.41 61,473,173 4.59 390,251 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
Authorise purchase
20 of own shares* 1,328,435,544 99.19 10,854,595 0.81 1,755,985 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
Call general meetings
21 on 14 days' notice* 1,256,405,720 94.41 74,404,099 5.59 226,395 67.77%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
Renewal of Share Incentive
22 Plan 1,340,136,466 99.96 543,524 0.04 366,224 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
23 Section 190 transaction 1,340,023,164 99.97 414,688 0.03 606,997 68.28%
----------------------------- -------------- ------ ------------ ------ ----------- ------------
* Special Resolution
-------------------------------------------------------------------------------------------------------------------
NOTES:
1 All resolutions were passed.
2 Votes "For" and "Against" are expressed as a percentage of votes received.
3 A "Vote withheld" is not a vote in law and is not counted in the calculation
of the votes "For" or "Against" a resolution.
4 Total number of shares in issue at 6.30pm on 4 July 2022 = 1,964,019,744
shares. 68.28% of voting capital was instructed.
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END
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