TIDMSTJ
RNS Number : 9280Z
St. James's Place PLC
18 May 2023
St. James's Place plc ("SJP plc")
Result of Annual General Meeting ("AGM")
SJP plc's AGM was held on Thursday, 18 May 2023 at 11.00am at
The Royal Aeronautical Society, 4 Hamilton Place, London, W1J
7BQ.
The results of the polls on all resolutions put to the meeting
are set out below.
Resolution Votes % Votes % Total % of Votes
For Against votes validly relevant Withheld
cast shares
in issue
--------------- ----------
To receive the
Company's annual
accounts and
reports
of the Directors
1 and auditors 432,232,652 99.85 668,467 0.15 432,901,119 78.92 210,232
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To declare a
2 final dividend 426,391,894 98.45 6,718,098 1.55 433,109,992 78.96 1,359
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To receive and
approve the 2023
Directors' Remuneration
3 Policy 421,579,842 97.35 11,475,885 2.65 433,055,727 78.95 54,287
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To receive and
approve the Directors'
Remuneration
4 Report 334,253,454 77.85 95,081,071 22.15 429,334,525 78.27 3,775,589
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To re-elect Andrew
5 Croft as a Director 432,952,218 99.96 153,425 0.04 433,105,643 78.96 5,308
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To re-elect Craig
6 Gentle as a Director 431,573,872 99.65 1,507,936 0.35 433,081,808 78.96 27,936
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To re-elect Emma
Griffin as a
7 Director 427,768,693 98.92 4,657,400 1.08 432,426,093 78.84 684,988
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To re-elect Rosemary
8 Hilary as a Director 425,956,479 98.50 6,469,613 1.50 432,426,092 78.84 684,989
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To re-elect Lesley-Ann
9 Nash as a Director 428,449,398 98.95 4,531,695 1.05 432,981,093 78.94 129,988
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To re-elect Paul
Manduca as a
10 Director 386,717,824 90.94 38,539,018 9.06 425,256,842 77.53 7,854,239
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To re-elect John
Hitchins as a
11 Director 432,633,905 99.92 344,855 0.08 432,978,760 78.94 130,984
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To elect Dominic
12 Burke as a Director 432,952,590 99.99 26,693 0.01 432,979,283 78.94 131,798
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To re-appoint
PwC as the Auditors
13 of the Company 413,377,378 95.57 19,171,249 4.43 432,548,627 78.86 562,824
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To authorise
the Group Audit
Committee to
determine the
14 Auditors' remuneration 419,633,458 96.89 13,462,917 3.11 433,096,375 78.96 13,739
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To authorise
the Directors
15 to allot shares 427,154,532 98.63 5,925,761 1.37 433,080,293 78.96 29,158
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To authorise
the Directors
to disapply pre-emption
16 rights 431,221,459 99.58 1,830,831 0.42 433,052,290 78.95 57,824
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To authorise
the Company to
purchase its
17 own shares 428,935,580 99.05 4,130,042 0.95 433,065,622 78.95 45,829
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
To authorise
the calling of
general meetings
on 14 clear days'
18 notice 410,973,418 94.89 22,132,804 5.11 433,106,222 78.96 5,229
------------------------- ------------- ------ ------------ ------ --------------- ---------- ----------
The number of Ordinary Shares in issue as at 6.00pm on 16 May
2023 was 548,504,069. Shareholders are entitled to one vote per
share. A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes validly cast.
Resolutions 1 to 15 were passed as Ordinary Resolutions and
Resolutions 16 to 18 were passed as Special Resolutions.
The full text of the resolutions can be found in the Notice of
Meeting, which is available on the Company's website at
www.sjp.co.uk/shareholders/shareholder-meetings .
Resolution 4: Directors' Remuneration Report
While the Board is pleased that all resolutions were carried
with large majorities, it notes that resolution 4 to approve the
Directors' Remuneration Report, received c.22% of votes
against.
The Board is committed to continuing our engagement with
shareholders to understand the views of those who voted against
resolution 4 and will consult with them over the next few months to
listen carefully to feedback and determine any next steps.
In accordance with the UK Corporate Governance Code, a further
statement will be published detailing the outcome of the
shareholder engagement, including any actions taken as a result,
within six months and a final summary will be included in the
Company's 2023 Annual Report.
Board changes
Following the Annual General Meeting, Simon Jeffreys and Roger
Yates stepped down as Directors of the Company. The Board confirms
that Dominic Burke was appointed as Senior Independent Director of
St. James's Place plc on 18 May 2023. The Board has also approved
the following changes to the composition of its Committees:
-- Subject to regulatory approval, Emma Griffin will be
appointed as Chair of the Group Remuneration Committee and John
Hitchins as Chair of the Group Audit Committee;
-- Dominic Burke will join the Group Remuneration Committee with effect from 18 May 2023; and
-- Dominic Burke, Emma Griffin and John Hitchins will join the
Group Nomination and Governance Committee with effect from 18 May
2023.
The Board would like to place on record its appreciation and
gratitude for the contributions of Simon Jeffreys and Roger Yates
during their time on the Board. The Board and the wider SJP
Community wish them well in their future endeavors.
In accordance with paragraph 9.6.2R of the Listing Rules, SJP
plc will submit copies of the Resolutions passed at the meeting
(other than Resolutions concerning ordinary business) to the FCA
National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Jonathan Dale
Company Secretary
Tel: +44 (0)1285 717237
18 May 2023
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END
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