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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