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2020 AGM poll results

2020 AGM Voting

At the Annual General Meeting of Smith & Nephew plc held on Thursday 9 April 2020, 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

685,141,328 

 99.98

128,444 

0.02 

685,269,772 

78.3 

7,674,991 

2. To approve the Directors’ Remuneration Policy

 676,749,445

97.71 

15,843,720 

2.29 

692,593,165 

 79.13

352,762 

3. To approve the Directors' Remuneration Report (excluding Policy)

681,744,061 

 98.43

10,850,266 

1.57 

692,594,327 

79.18 

351,642 

4. To declare a final dividend

691,924,436

99.88 

 798,153

0.12 

692,722,589 

79.19 

222,617 

5. To re-elect Graham Baker  - RESOLUTION NOT PUT TO MEETING

 

 

 

 

 

 

 

6. To re-elect Vinita Bali

 591,473,788

 94.09

 37,131,758

 5.91

628,605,546 

 71.86

64,323,577 

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

690,708,099 

 99.72

1,917,540 

 0.28

692,625,639 

79.18 

301,887 

8. To re-elect Roland Diggelmann

688,112,446 

 99.87

898,148 

0.13 

 689,010,594

 78.77

3,802,261 

9. To re-elect Erik Engstrom

689,606,693 

99.57 

 2,961,912

0.43 

692,568,605 

 79.18

280,058 

10. To re-elect Robin Freestone

678,289,890 

 97.94

14,292,677 

 2.06

692,582,567 

79.18 

 266,075

11. To re-elect Marc Owen

688,512,909 

99.92 

584,553 

0.08 

689,097,462 

78.78 

 3,751,180

12. To re-elect Angie Risley

691,320,408 

99.82 

1,256,664 

0.18 

692,577,072 

79.18 

271,192 

13. To re-elect Roberto Quarta

683,809,628 

98.74 

8,747,846 

1.26 

692,557,474 

 79.18

290,937 

14. To re-appoint the Auditor

689,101,456 

99.99 

101,758 

 0.01

 689,203,214

78.79 

3,741,192 

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

 692,625,608

 99.99

 81,717

0.01 

 692,707,325

79.19 

 235,374

16. To approve the Smith & Nephew Global Share Plan 2020

685,778,151 

99.01 

 6,872,916

0.99 

692,651,067 

79.19

256,333 

17. To renew the Directors’ authority to allot shares

660,816,988 

 95.39

 31,905,973

4.61 

 692,722,961

79.20 

208,851 

 Special Resolutions

 

 

 

 

 

 

 

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

682,047,234 

98.46 

10,643,771 

1.54 

692,691,005 

79.19 

254,025 

19. To renew the Directors’ authority for the disapplication of the pre-emption rights for the purposes of acquisitions or other capital investments

677,240,484 

 97.77

15,466,978 

 2.23

692,707,462 

79.19   236,741

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

 683,625,602

98.70 

 8,978,801

 1.30

692,604,403 

79.18 

327,113 

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

 646,811,375

93.80 

42,770,533   6.20

689,581,908 

78.84 

3,366,278 

 

The number of ordinary shares in issue on 7 April 2020 at 6pm (excluding shares held in Treasury) was 874,705,003. 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: https://data.fca.org.uk/#/nsm/nationalstoragemechanism  

In accordance with LR 9.6.11 R and in deviation to the effective date stated in the announcement made on 5 March 2020, resolution 5 was not put to the Meeting and Graham Baker did not stand for re-election as a Director. Graham therefore stood down from the Board with effect from the conclusion of the AGM but will remain an employee of the Company until 30 April 2020. 

In accordance with section 430(2B) of the Companies Act 2006, the Company re-confirms that Graham Baker will be paid in accordance with the Company’s Remuneration Policy and the terms of his service agreement. He will continue to receive his salary, benefits and pension contributions in the normal way up to 30 April 2020 and all unvested awards under the Performance Share Programme and the Equity Incentive Programme will lapse on his leaving the Company. No other remuneration payment or payment for loss of office will be made in connection with his departure.

As announced on 5 March 2020, Smith & Nephew plc confirms that at the conclusion of today’s AGM, Rick Medlock joined the Board and Audit Committee.

 

Susan Swabey

Company Secretary

Smith & Nephew plc

Tel:  +44 (0)1923 477317