5th Jun 2015 10:32
For immediate release 5 June 2015
Wm Morrison Supermarkets plc ("Morrisons" or the "Company")
AGM announcement
Wm Morrison Supermarkets plc announces that at its Annual General Meeting held on 4 June 2015 at Hilmore House, Gain Lane, Bradford, BD3 7DL, each of the resolutions submitted to the meeting (as set out in the Notice of Meeting dated 17 April 2015) was proposed and passed by the appropriate majority on a poll.
Accordingly, the following matters were approved:
1. The Report and Accounts for the 52 weeks ended 1 February 2015 were approved and adopted;
2. The Directors' Remuneration Report was approved;
3. The final dividend of 9.62p per ordinary share was approved;
4. Andrew Higginson and David Potts were each appointed to the Board;
5. Trevor Strain, Philip Cox, Penny Hughes and Johanna Waterous were each reappointed to the Board;
6. PricewaterhouseCoopers LLP were reappointed as auditors;
7. The Directors were authorised to fix the auditors' remuneration;
8. The Directors were authorised to make market purchases by the Company of its own shares;
9. The Directors were granted allotment authorities in respect of up to £77,750,000 of the Company's capital and allotment authorities for cash on a non pre-emptive basis in respect of up to £11,575,000 of the Company's capital; and
10. The arrangements for holding General Meetings were approved in the manner set out in the notice of meeting.
The poll votes on each resolution were as follows:
Resolution | For | % For | Against | % Against | Total votes | Votes withheld |
1. Approval of Strategic Report, Directors' Report and Audited Financial Statements | 1,655,268,292 | 99.94 | 1,040,872 | 0.06 | 1,656,309,164 | 5,629,475 |
2. Approval of Remuneration Report | 959,319,914 | 62.08 | 586,005,110 | 37.92 | 1,545,325,024 | 116,613,615 |
3. Approval of final dividend | 1,655,085,052 | 99.91 | 1,410,072 | 0.09 | 1,656,495,124 | 5,443,515 |
4.Election of Andrew Higginson | 1,615,816,180 | 97.85 | 35,528,772 | 2.15 | 1,651,344,952 | 10,593,687 |
5.Election of David Potts | 1,634,317,346 | 98.91 | 17,930,388 | 1.09 | 1,652,247,734 | 9,690,905 |
6. Re-election of Trevor Strain | 1,633,946,659 | 98.89 | 18,257,018 | 1.11 | 1,652,203,677 | 9,734,962 |
7. Re-election of Philip Cox | 1,510,834,999 | 91.23 | 145,289,909 | 8.77 | 1,656,124,908 | 5,813,731 |
8. Re-election of Penny Hughes | 1,510,639,544 | 91.21 | 145,559,288 | 8.79 | 1,656,198,832 | 5,739,807 |
9. Re-election of Johanna Waterous | 1,504,771,257 | 90.86 | 151,320,309 | 9.14 | 1,656,091,566 | 5,847,073 |
10. Re-appointment of PricewaterhouseCoopers LLP | 1,620,338,098 | 98.27 | 28,496,664 | 1.73 | 1,648,834,762 | 13,103,877 |
11. Authorisation of Directors to set the Auditors' fees | 1,630,578,052 | 98.89 | 18,221,451 | 1.11 | 1,648,799,503 | 13,139,136 |
12. Grant of authority to purchase own shares | 1,655,337,940 | 99.95 | 875,086 | 0.05 | 1,656,213,026 | 5,725,613 |
13. Grant of authority to allot shares | 1,402,809,897 | 84.71 | 253,127,798 | 15.29 | 1,655,937,695 | 6,000,944 |
14. Grant of authority to allot shares for cash on a non pre-emptive basis | 1,586,182,337 | 95.72 | 70,893,990 | 4.28 | 1,657,076,327 | 4,842,244 |
15. Approval of power for notice of general meetings (other than AGM) to be called on not less than 14 days notice | 1,467,684,434 | 88.62 | 188,413,393 | 11.38 | 1,656,097,827 | 5,840,812 |
Resolutions 1 to 11 and Resolution 13 were ordinary resolutions. Resolutions 12, 14 and 15 were special resolutions.
Votes 'For' include votes at the discretion of the Chairman. Votes withheld are not counted in the count of the total votes or the calculations of the percentages For or Against each resolution. Percentages are rounded to two decimal places. Total shares in issue at the time of the meeting were 2,335,098,539.
The Board has noted the significant number of votes against the Directors' Remuneration Report for the year ending 1 February 2015. Resolution 2 received 62.08% in favour and 37.92% of votes against. In advance of the AGM, the Remuneration Committee consulted with major shareholders representing over 50% of the share capital, the majority of which were supportive of the approach taken in what was a year of transition for the Company. Discussions have already taken place with a number of institutional shareholders who didn't support the remuneration report. The feedback received will be discussed by the Remuneration Committee in forthcoming meetings.
A copy of resolutions 12 to 15 (as set out in the notice of Annual General Meeting), being the resolutions passed at the Annual General Meeting not concerning ordinary business, will be submitted today to the Financial Conduct Authority's national storage mechanism.
Mark Amsden
Group General Counsel and Company Secretary
Wm Morrison Supermarkets plc
Tel: 0845 611 6902
Registered Office:
Hilmore House
Gain Lane
Bradford
BD3 7DL
Company Number: 358949
Related Shares:
MRW.L