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2019 AGM poll results

2019 AGM Voting

At the Annual General Meeting of Smith & Nephew plc held on Thursday 11 April 2019 a poll was held for each resolution. The table below shows the number of votes received for and against each resolution together with the votes validly cast, both as a total and as a proportion of the relevant issued share capital. The number of votes witheld is also shown.

Notice of the Annual General Meeting is available here.

Resolution

For/
Discretion

(Number of
votes) 

%
For/
Discretion

 Against
(Number of votes) 

 %
Against

Total
votes validly
cast
 

% relevant shares
in issue

Withheld
(Number of votes)

Ordinary 
resolutions  

 

 

 

 

 

 

 

1. To receive the audited accounts

649,262,279

99.98

118,026

0.02

649,380,305

74.21

4,572,345

2. To approve the Directors’ Remuneration Report (excluding Policy)

553,379,288

87.56

78,602,919

12.44

631,982,207

72.22

21,970,442

3. To declare a final dividend

653,256,456

99.98

119,220

0.02

653,375,676

74.67

574,988

4. To re-elect Graham
Baker

649,483,893

99.41

3,852,288

0.59

653,336,181

74.66

614,713

5. To re-elect Vinita Bali

647,524,007

99.11

5,795,064

0.89

653,319,071

74.66

631,188

6. To re-elect The Rt. Hon Baroness Virginia Bottomley of Nettlestone DL

650,346,829

99.55

2,971,444

0.45

653,318,273

74.66

631,986

7. To re-elect Roland Diggelmann

652,543,176

99.88

770,831

0.12

653,314,007

74.66

637,202

8. To re-elect Erik Engstrom

650,341,171

99.54

2,978,699

0.46

653,319,870

74.66

631,339

9. To re-elect Robin Freestone

642,443,452

98.33

10,878,461

1.67

653,321,913

74.66

629,233

10. To elect Namal Nawana

652,830,374

99.92

508,259

0.08

653,338,633

74.66

612,576

11. To re-elect Marc Owen

646,073,514

98.89

7,242,309

1.11

653,315,823

74.66

634,386

12. To re-elect Angie Risley

641,552,877

99.67

2,140,298

0.33

643,693,175

73.56

10,258,034

13. To re-elect Roberto Quarta

640,821,548

98.09

12,507,326

1.91

653,328,874

74.66

621,516

14. To re-appoint the Auditor

653,324,989

99.98

101,453

0.02

653,426,442

74.67

524,587

15. To authorise the Directors to determine the remuneration of the Auditor

653,225,586

99.98

109,939

0.02

653,335,525

74.66

615,684

16. To renew the Directors’ authority to allot shares

618,898,560

94.73

34,427,725

5.27

653,326,285

74.66

624,724

 Special Resolutions

 

 

 

 

 

 

 

17. To renew the Directors’ authority for the disapplication of the pre-emption rights

619,980,214

94.90

33,286,301

5.10

653,266,515

74.65

684,694

18. To renew the Directors' limited authority to make market purchases of the Company’s own shares

648,694,596

99.34

4,340,154

0.66

653,034,750

74.63

913,458

19. To authorise general meetings to be held on 14 clear days’ notice

574,795,680

88.38

75,570,068

11.62

650,365,748

74.32

3,585,461

 20. To approve the new Articles of Association

629,461,944 

96.37 

23,730,403 

3.63 

 653,192,347

 74.65

750,862 

 

The number of Ordinary Shares in issue on 9 April 2019 at 6pm (excluding shares held in Treasury) was 875,056,741. 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.

A copy of the Resolutions passed as Special Business at the Annual General Meeting is being submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism document viewing facility at: http://www.morningstar.co.uk/uk/nsm

Ian Barlow and Michael Friedman did not stand for re-election as Directors and stood down from the Board with effect from the conclusion of the AGM.

In accordance with section 430(2B) of the Companies Act 2006, Smith & Nephew confirms that Ian Barlow and Michael Friedman will receive payment of fees for service whilst a Director but no other remuneration payment or payment for loss of office will be made in connection with their departure.

Susan Swabey

Company Secretary

Smith & Nephew plc

 

Tel:  +44 (0)1923 477317