TIDMBATS
RNS Number : 9595W
British American Tobacco PLC
28 April 2021
BRITISH AMERICAN TOBACCO p.l.c.
RESULTS OF VOTING AT THE 2021 ANNUAL GENERAL MEETING
The Annual General Meeting of British American Tobacco p.l.c.
was held at Globe House, 4 Temple Place, London WC2R 2PG on 28
April 2021.
The tables below set out the results of the poll on each of the
total of 20 Resolutions as stated in the Notice of Meeting dated 11
March 2021. All valid proxy votes (whether submitted electronically
or in hard copy form) were included in the poll taken at the
Meeting. Each shareholder, present in person or by proxy, was
entitled to one vote per ordinary share of 25p held.
Resolution 1
Receipt of 2020 Report and Accounts
--------------------------------------------- --------------
For - Note (b) 1,771,121,006
Percent of Votes Cast 99.96%
Percent of Issued Share Capital 77.19%
----------------------------------------- ------------------
Against 790,162
Percent of Votes Cast 0.04%
Percent of Issued Share Capital 0.03%
----------------------------------------- ------------------
Total Votes Cast (Excl. Votes Withheld) 1,771,911,168
Percent of Issued Share Capital 77.22%
----------------------------------------- ------------------
Votes Withheld - Note (c) 12,372,550
----------------------------------------- ------------------
Resolution 2
Approval of the 2020 Directors' Remuneration
Report
---------------------------------------------- --------------
For - Note (b) 1,091,216,857
Percent of Votes Cast 61.71%
Percent of Issued Share Capital 47.56%
--------------------------------------------- -----------------
Against 676,947,189
Percent of Votes Cast 38.29%
Percent of Issued Share Capital 29.50%
--------------------------------------------- -----------------
Total Votes Cast (Excl. Votes Withheld) 1,768,164,046
Percent of Issued Share Capital 77.06%
--------------------------------------------- -----------------
Votes Withheld - Note (c) 16,119,810
--------------------------------------------- -----------------
Resolution 3
Reappointment of KPMG LLP as Auditors
------------------------------------------ ---------------
For - Note (b) 1,765,833,873
Percent of Votes Cast 99.52%
Percent of Issued Share Capital 76.96%
----------------------------------------- ----------------
Against 8,454,366
Percent of Votes Cast 0.48%
Percent of Issued Share Capital 0.37%
----------------------------------------- ----------------
Total Votes Cast (Excl. Votes Withheld) 1,774,288,239
Percent of Issued Share Capital 77.32%
----------------------------------------- ----------------
Votes Withheld - Note (c) 9,995,609
----------------------------------------- ----------------
Resolution 4
Authority for the Audit Committee to agree
the Auditors' remuneration
---------------------------------------------- ---------------
For - Note (b) 1,772,210,604
Percent of Votes Cast 99.89%
Percent of Issued Share Capital 77.23%
------------------------------------------ -------------------
Against 1,990,507
Percent of Votes Cast 0.11%
Percent of Issued Share Capital 0.09%
------------------------------------------ -------------------
Total Votes Cast (Excl. Votes Withheld) 1,774,201,111
Percent of Issued Share Capital 77.32%
------------------------------------------ -------------------
Votes Withheld - Note (c) 10,081,517
------------------------------------------ -------------------
Resolution 5
Re-election of Luc Jobin as a Director
---------------------------------------------------------------
For - Note (b) 1,753,156,894
Percent of Votes Cast 98.82%
Percent of Issued Share Capital 76.40%
------------------------------------------ -------------------
Against 20,921,641
Percent of Votes Cast 1.18%
Percent of Issued Share Capital 0.91%
------------------------------------------ -------------------
Total Votes Cast (Excl. Votes Withheld) 1,774,078,535
Percent of Issued Share Capital 77.31%
------------------------------------------ -------------------
Votes Withheld - Note (c) 10,206,018
------------------------------------------ -------------------
Resolution 6
Re-election of Jack Bowles as a Director
------------------------------------------ ---------------
For - Note (b) 1,772,155,172
Percent of Votes Cast 99.90%
Percent of Issued Share Capital 77.23%
----------------------------------------- ----------------
Against 1,809,688
Percent of Votes Cast 0.10%
Percent of Issued Share Capital 0.08%
----------------------------------------- ----------------
Total Votes Cast (Excl. Votes Withheld) 1,773,964,860
Percent of Issued Share Capital 77.31%
----------------------------------------- ----------------
Votes Withheld - Note (c) 10,319,693
----------------------------------------- ----------------
Resolution 7
Re-election of Tadeu Marroco as a Director
-------------------------------------------- ---------------
For - Note (b) 1,768,905,553
Percent of Votes Cast 99.72%
Percent of Issued Share Capital 77.09%
------------------------------------------- ----------------
Against 5,054,691
Percent of Votes Cast 0.28%
Percent of Issued Share Capital 0.22%
------------------------------------------- ----------------
Total Votes Cast (Excl. Votes Withheld) 1,773,960,244
Percent of Issued Share Capital 77.31%
------------------------------------------- ----------------
Votes Withheld - Note (c) 10,324,309
------------------------------------------- ----------------
Resolution 8
Re-election of Sue Farr as a Director
-------------------------------------------- ------------------
For - Note (b) 1,604,506,408
Percent of Votes Cast 90.44%
Percent of Issued Share Capital 69.92%
------------------------------------------------ --------------
Against 169,518,777
Percent of Votes Cast 9.56%
Percent of Issued Share Capital 7.39%
------------------------------------------------ --------------
Total Votes Cast (Excl. Votes Withheld) 1,774,025,185
Percent of Issued Share Capital 77.31%
------------------------------------------------ --------------
Votes Withheld - Note (c) 10,259,367
------------------------------------------------ --------------
Resolution 9
Re-election of Jeremy Fowden as a Director
------------------------------------------------ --------------
WITHDRAWN
------------------------------------------------ --------------
Resolution 10
Re-election of Dr Marion Helmes as a
Director
----------------------------------------- ----------------
For - Note (b) 1,594,071,765
Percent of Votes Cast 89.86%
Percent of Issued Share Capital 69.47%
----------------------------------------- ----------------
Against 179,783,976
Percent of Votes Cast 10.14%
Percent of Issued Share Capital 7.84%
----------------------------------------- ----------------
Total Votes Cast (Excl. Votes Withheld) 1,773,855,741
Percent of Issued Share Capital 77.31%
----------------------------------------- ----------------
Votes Withheld - Note (c) 10,428,490
----------------------------------------- ----------------
Resolution 11
Re-election of Holly Keller Koeppel as
a Director
--------------------------------------------- -------------
For - Note (b) 1,762,331,148
Percent of Votes Cast 99.34%
Percent of Issued Share Capital 76.80%
----------------------------------------- -----------------
Against 11,716,886
Percent of Votes Cast 0.66%
Percent of Issued Share Capital 0.51%
----------------------------------------- -----------------
Total Votes Cast (Excl. Votes Withheld) 1,774,048,034
Percent of Issued Share Capital 77.31%
----------------------------------------- -----------------
Votes Withheld - Note (c) 10,236,519
----------------------------------------- -----------------
Resolution 12
Re-election of Savio Kwan as a Director
--------------------------------------------- -------------
For - Note (b) 1,603,190,858
Percent of Votes Cast 90.37%
Percent of Issued Share Capital 69.87%
----------------------------------------- -----------------
Against 170,885,651
Percent of Votes Cast 9.63%
Percent of Issued Share Capital 7.45%
----------------------------------------- -----------------
Total Votes Cast (Excl. Votes Withheld) 1,774,076,509
Percent of Issued Share Capital 77.31%
----------------------------------------- -----------------
Votes Withheld - Note (c) 10,208,044
----------------------------------------- -----------------
Resolution 13
Re-election of Dimitri Panayotopoulos
as a Director
---------------------------------------------- ------------
For - Note (b) 1,521,096,084
Percent of Votes Cast 86.11%
Percent of Issued Share Capital 66.29%
----------------------------------------- -----------------
Against 245,448,741
Percent of Votes Cast 13.89%
Percent of Issued Share Capital 10.70%
----------------------------------------- -----------------
Total Votes Cast (Excl. Votes Withheld) 1,766,544,825
Percent of Issued Share Capital 76.99%
----------------------------------------- -----------------
Votes Withheld - Note (c) 17,739,728
----------------------------------------- -----------------
Resolution 14
Election of Karen Guerra as a Director
--------------------------------------------- ------------
For - Note (b) 1,772,384,681
Percent of Votes Cast 99.91%
Percent of Issued Share Capital 77.24%
----------------------------------------- -------------------
Against 1,645,140
Percent of Votes Cast 0.09%
Percent of Issued Share Capital 0.07%
----------------------------------------- -------------------
Total Votes Cast (Excl. Votes Withheld) 1,774,029,821
Percent of Issued Share Capital 77.31%
----------------------------------------- -------------------
Votes Withheld - Note (c) 10,254,732
----------------------------------------- -------------------
Resolution 15
Election of Darrell Thomas as a Director
--------------------------------------------- -------------
For - Note (b) 1,772,481,017
Percent of Votes Cast 99.91%
Percent of Issued Share Capital 77.25%
----------------------------------------- -----------------
Against 1,554,236
Percent of Votes Cast 0.09%
Percent of Issued Share Capital 0.07%
----------------------------------------- -----------------
Total Votes Cast (Excl. Votes Withheld) 1,774,035,253
Percent of Issued Share Capital 77.31%
----------------------------------------- -----------------
Votes Withheld - Note (c) 10,249,300
----------------------------------------- -----------------
Resolution 16
Renewal of Directors' authority to allot
shares
--------------------------------------------- -------------
For - Note (b) 1,283,014,878
Percent of Votes Cast 72.33%
Percent of Issued Share Capital 55.91%
----------------------------------------- -----------------
Against 490,886,767
Percent of Votes Cast 27.67%
Percent of Issued Share Capital 10.62%
----------------------------------------- -----------------
Total Votes Cast (Excl. Votes Withheld) 1,773,901,645
Percent of Issued Share Capital 77.31%
----------------------------------------- -----------------
Votes Withheld - Note (c) 10,373,062
----------------------------------------- -----------------
Resolution 17 - Note (d)
Renewal of Directors' authority to disapply
pre-emption rights
--------------------------------------------- -------------
For - Note (b) 1,529,422,273
Percent of Votes Cast 86.26%
Percent of Issued Share Capital 66.65%
------------------------------------------- ---------------
Against 243,578,572
Percent of Votes Cast 13.74%
Percent of Issued Share Capital 10.62%
------------------------------------------- ---------------
Total Votes Cast (Excl. Votes Withheld) 1,773,000,845
Percent of Issued Share Capital 77.27%
------------------------------------------- ---------------
Votes Withheld - Note (c) 11,284,208
------------------------------------------- ---------------
Resolution 18 - Note (d)
Authority for the Company to purchase
its own shares
--------------------------------------------- -------------
For - Note (b) 1,747,664,170
Percent of Votes Cast 98.53%
Percent of Issued Share Capital 76.16%
-------------------------------------------- --------------
Against 25,986,558
Percent of Votes Cast 1.47%
Percent of Issued Share Capital 1.13%
-------------------------------------------- --------------
Total Votes Cast (Excl. Votes Withheld) 1,773,650,728
Percent of Issued Share Capital 77.30%
-------------------------------------------- --------------
Votes Withheld - Note (c) 10,634,378
-------------------------------------------- --------------
Resolution 19
Authority to make donations to political organisations
and to incur political expenditure
-----------------------------------------------------------
For - Note (b) 1,580,312,339
Percent of Votes Cast 89.20%
Percent of Issued Share Capital 68.87%
----------------------------------------- ----------------
Against 191,369,221
Percent of Votes Cast 10.80%
Percent of Issued Share Capital 8.34%
----------------------------------------- ----------------
Total Votes Cast (Excl. Votes Withheld) 1,771,681,560
Percent of Issued Share Capital 77.21%
----------------------------------------- ----------------
Votes Withheld - Note (c) 12,569,298
----------------------------------------- ----------------
Resolution 20 - Note (d)
Notice period for General Meetings
------------------------------------------ ---------------
For - Note (b) 1,639,617,570
Percent of Votes Cast 92.47%
Percent of Issued Share Capital 71.45%
----------------------------------------- ----------------
Against 133,582,951
Percent of Votes Cast 7.53%
Percent of Issued Share Capital 5.82%
----------------------------------------- ----------------
Total Votes Cast (Excl. Votes Withheld) 1,773,200,521
Percent of Issued Share Capital 77.28%
----------------------------------------- ----------------
Votes Withheld - Note (c) 11,084,585
----------------------------------------- ----------------
Richard Burrows, Chairman of the Board of the Company, retired
from the Board at the conclusion of the Company's 2021 Annual
General Meeting. Mr Burrows' retirement from the Board follows the
Company's announcement on 15 October 2020, as further set out in
the Company's 2020 Annual Report and Form 20-F. In addition, with
effect from the conclusion of the 2021 Annual General Meeting, Luc
Jobin was appointed Chairman of the Board and Chairman of the
Nominations Committee, and stepped down from the Audit
Committee.
As announced on 1 April 2021, Jerry Fowden resigned from the
Board with effect from 1 April 2021. Accordingly, he did not seek
re-election at the 2021 Annual General Meeting and Resolution 9 was
withdrawn.
Notes:
(a) The total number of ordinary shares in issue (excluding
treasury shares) at the close of business on Wednesday 27 April
2021 was 2,294,616,257.
(b) Includes discretionary votes.
(c) A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes 'For' or 'Against' a
resolution.
(d) In accordance with Listing Rules 9.6.2R and 9.6.3R, copies
of the resolutions numbered 17, 18 and 20 will be submitted to the
National Storage Mechanism as soon as practicable and will be
available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of
the resolutions may also be obtained from the Notice of Meeting
which is available on the Company's website at www.bat.com/agm
.
All resolutions were passed at the Company's Annual General
Meeting (AGM) today with the requisite majority of votes. We
acknowledge that a significant number of our shareholders did not
support resolutions 2: Directors' Remuneration Report and 16:
Authority to Allot Shares.
Resolution 2 - Directors' Remuneration Report
Over the last year, we have engaged with shareholders about
executive remuneration. The engagement has been open and
constructive and the Remuneration Committee has given careful
consideration to shareholder feedback, which helped to shape the
Committee's decisions and resulted in changes being adopted to
proposals on executive remuneration for 2021. Our executive
remuneration arrangements are fully aligned with our Directors'
Remuneration Policy which was approved by a significant majority of
our shareholders at our 2019 AGM.
We place great value on direct engagement with and feedback from
our shareholders. We will continue our active dialogue with
shareholders, particularly those who decided to vote against this
resolution, and intend to further consult with shareholders during
2021.
Resolution 16 - Authority to allot shares
As we have previously reported, the authority sought by the
Company is in accordance with the UK Investment Association's share
capital management guidelines and prevailing voting guidelines of
leading corporate governance agencies applicable to UK listed
companies.
Whilst it remains standard market practice for many UK FTSE
listed companies to retain this type of authority, we understand
that some institutional investors, particularly outside the UK,
have specific policies against supporting this type of resolution.
Following the outcome of today's vote, we will continue our ongoing
dialogue with shareholders that do not support this authority and
will keep best practice in this area under review.
P McCrory
Secretary
British American Tobacco p.l.c.
28 April 2021
Enquiries:
Investor Relations British American Tobacco Investor
Relations
Mike Nightingale / Victoria Buxton / William Houston / John
Harney
+44 20 7845 1180 / 2012 / 1138 / 1263
British American Tobacco Press Office
+44 (0) 20 7845 2888 (24 hours) | @BATplc
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END
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April 28, 2021 11:50 ET (15:50 GMT)
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