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6-K 1 a8903m.htm RESULT OF AGM a8903m

 


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 6-K
 
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under the
Securities Exchange Act of 1934
 
May 01, 2024
 
Commission File Number 001-14978
 
SMITH & NEPHEW plc
(Registrant’s name)
 
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
 (Address of principal executive office)
 
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
 
Form 20-F  ✓         Form 40-F __
 
 
 

 
 
1 May 2024
 
Smith & Nephew plc (the "Company")
 
The Company announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held at 12:00 noon on Wednesday 1 May 2024.
 
 
 
Resolution
 
For/Discretion
(Number of
votes)
 
Percentage For/Discretion
(%)
 
Against
(Number of
votes)
 
Percentage
Against
(%)
 
Total votes validly cast
Percentage  of relevant shares
in issue
(%)
 
Withheld
(Number of votes)
Ordinary resolutions 
 
 
 
 
 
 
 
 
1. To receive the audited accounts
 666,625,242
99.98%
 144,349
0.02%
 666,769,591
76.26%
12,138,587
2. To approve the Directors' Remuneration Policy
 384,484,538
56.78%
 292,680,303
43.22%
 677,164,841
77.45%
1,744,476
3. To approve the Directors' Remuneration Report (excluding Policy)
 661,110,005
97.43%
 17,440,468
2.57%
 678,550,473
77.61%
357,619
4. To declare a final dividend
 676,303,648
99.65%
 2,405,971
0.35%
 678,709,619
77.62%
200,633
5. To elect Jeremy Maiden
 675,832,114
99.60%
 2,740,427
0.40%
 678,572,541
77.61%
310,877
6. To elect Simon Lowth
 675,369,191
99.53%
 3,203,102
0.47%
 678,572,293
77.61%
310,125
7. To elect John Rogers
 671,269,929
98.92%
 7,304,079
1.08%
 678,574,008
77.61%
309,410
8. To re-elect Rupert Soames OBE
 554,364,485
84.18%
 104,171,145
15.82%
 658,535,630
75.32%
20,343,789
9. To re-elect Jo Hallas
 678,155,377
99.94%
 426,737
0.06%
 678,582,114
77.61%
297,148
10. To re-elect John Ma
 676,552,950
99.70%
 2,037,332
0.30%
 678,590,282
77.61%
287,504
11. To re-elect Katarzyna Mazur- Hofsaess
 678,248,007
99.95%
 320,330
0.05%
 678,568,337
77.61%
311,091
12. To re-elect Deepak Nath
 676,333,799
99.67%
 2,243,042
0.33%
 678,576,841
77.61%
300,914
13. To re-elect Marc Owen
 596,737,110
88.46%
 77,844,661
11.54%
 674,581,771
77.15%
4,297,071
14. To re-elect Angie Risley
 628,078,914
92.56%
 50,489,098
7.44%
 678,568,012
77.61%
310,730
15. To re-elect Bob White
 654,119,443
96.40%
 24,461,419
3.60%
 678,580,862
77.61%
298,300
16. To appoint Deloitte LLP as the Auditor
 
 678,434,139
99.96%
 244,566
0.04%
 678,678,705
77.62%
228,138
17.  To authorise the Directors to determine the
remuneration of the Auditor
 
 678,515,044
99.97%
 169,912
0.03%
 678,684,956
77.62%
 222,651
18. To renew the authorisation of the Directors to allot shares
 
 627,146,286
92.41%
 51,496,290
7.59%
 678,642,576
77.62%
 267,097
19. To approve the Restricted Share Plan
 
 378,880,121
55.95%
 298,297,145
44.05%
 677,177,266
77.45%
 1,728,668
Special resolutions
 
 
 
 
 
 
 
 
20. To renew the Directors' authority for the disapplication of the pre-emption rights
 
 630,882,710
92.97%
 47,689,487
7.03%
 678,572,197
77.61%
 333,528
21. To renew the Directors' authority for the disapplication of the pre-emption rights for the purposes of acquisitions or other capital investments
 
 599,062,957
88.28%
 79,528,501
11.72%
 678,591,458
77.61%
 314,394
22. To renew the Directors' limited authority to make market purchases of the Company's own shares
 
 673,313,137
99.26%
 5,052,775
0.74%
 678,365,912
77.59%
 540,813
23. To authorise general meetings to be held on 14 clear days' notice
 
 626,548,055
92.34%
 51,964,188
7.66%
 678,512,243
77.60%
 390,488
 
The Board is grateful for the engagement of shareholders and proxy agencies in our extensive consultation exercise ahead of the AGM and is pleased that all resolutions were passed at today's Annual General Meeting. The Board notes that, although they were approved, Resolution 2 on the Directors' Remuneration Policy and Resolution 19 on the Restricted Stock Plan received less than 80% support and accordingly we will continue to engage with shareholders and proxy advisers, and provide an update on further consultations within six months of today's AGM in accordance with the UK Corporate Governance Code.
 
The number of ordinary shares in issue on 29 April 2024 at 6pm (excluding shares held in Treasury) was 874,346,654. 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.
 
In accordance with Listing Rule 9.6.2, a copy of the resolutions, passed as Special Business, will be 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
 
Helen Barraclough
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
Smith & Nephew plc
 
 
(Registrant)
 
 
 
 
 
 
Date: May 01, 2024
By:
/s/ Helen Barraclough
 
 
Helen Barraclough
 
 
Company Secretary