6th May 2026 14:25
6 May 2026
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 on 6th May 2026. All resolutions proposed were passed by shareholders and the results of the polls are as follows:
|
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 | 701,720,687 | 99.83 | 1,189,872 | 0.17 | 702,910,559 | 82.30 | 13,251,682 |
2 | To approve the Directors' Remuneration Policy | 426,166,391 | 59.70 | 287,672,268 | 40.30 | 713,838,659 | 83.58 | 2,323,582 |
3 | To approve the Directors' Remuneration Report (excluding Policy) | 691,628,922 | 96.61 | 24,283,741 | 3.39 | 715,912,663 | 83.82 | 249,578 |
4 | To declare a final dividend | 715,445,967 | 99.99 | 36,145 | 0.01 | 715,482,112 | 83.77 | 680,129 |
5 | To elect David King | 711,053,901 | 99.39 | 4,354,464 | 0.61 | 715,408,365 | 83.77 | 753,876 |
6 | To elect Garheng Kong | 701,473,365 | 98.07 | 13,821,613 | 1.93 | 715,294,978 | 83.75 | 867,263 |
7 | To elect Thérèse Esperdy | 703,540,788 | 98.34 | 11,862,044 | 1.66 | 715,402,832 | 83.77 | 759,409 |
8 | To re-elect Jo Hallas | 714,550,262 | 99.88 | 845,741 | 0.12 | 715,396,003 | 83.76 | 766,238 |
9 | To re-elect Simon Lowth | 702,056,850 | 98.14 | 13,310,805 | 1.86 | 715,367,655 | 83.76 | 794,586 |
10 | To re-elect John Ma | 713,860,807 | 99.79 | 1,519,653 | 0.21 | 715,380,460 | 83.76 | 781,781 |
11 | To re-elect Jeremy Maiden | 713,628,340 | 99.76 | 1,742,012 | 0.24 | 715,370,352 | 83.76 | 791,889 |
12 | To re-elect Katarzyna Mazur- Hofsaess | 712,983,859 | 99.67 | 2,389,726 | 0.33 | 715,373,585 | 83.76 | 788,656 |
13 | To re-elect Deepak Nath | 711,720,178 | 99.49 | 3,660,635 | 0.51 | 715,380,813 | 83.76 | 781,428 |
14 | To re-elect Marc Owen | 696,401,457 | 97.83 | 15,432,721 | 2.17 | 711,834,178 | 83.35 | 4,328,063 |
15 | To re-elect John Rogers | 708,060,904 | 98.98 | 7,331,024 | 1.02 | 715,391,928 | 83.76 | 770,313 |
16 | To re-elect Rupert Soames OBE | 601,978,910 | 84.15 | 113,384,207 | 15.85 | 715,363,117 | 83.76 | 799,124 |
17 | To re-elect Sybella Stanley | 673,036,740 | 94.08 | 42,337,308 | 5.92 | 715,374,048 | 83.76 | 788,193 |
18 | To re-appoint Deloitte LLP as the Auditor | 715,341,630 | 99.98 | 121,272 | 0.02 | 715,462,902 | 83.77 | 729,339 |
19 | To authorise the Audit Committee to determine the remuneration of the Auditor | 715,293,265 | 99.99 | 96,821 | 0.01 | 715,390,086 | 83.76 | 772,155 |
20 | To renew the authorisation of the Directors to allot shares | 677,769,352 | 94.75 | 37,578,471 | 5.25 | 715,347,823 | 83.76 | 814,418 |
21 | To approve the Performance Share Plan 2026
| 428,985,861 | 60.14 | 284,276,034 | 39.86 | 713,261,895 | 83.51 | 2,900,346 |
22 | To approve the Global Employee Share Purchase Plan 2026
| 707,073,344 | 98.96 | 7,404,046 | 1.04 | 714,477,390 | 83.66 | 1,684,851 |
| Special resolutions
| |||||||
23 | To renew the Directors'authorityfor the disapplication of the pre-emption rights
| 668,343,773 | 93.44 | 46,942,568 | 6.56 | 715,286,341 | 83.75 | 875,900 |
24 | To renew the Directors' authority for the disapplication of the pre-emption rights for the purposes of acquisitions or other capital investments
| 647,014,053 | 90.45 | 68,316,209 | 9.55 | 715,330,262 | 83.76 | 831,979 |
25 | To renew the Directors' limited authority to make market purchases of the Company's own shares
| 713,488,644 | 99.89 | 792,946 | 0.11 | 714,281,590 | 83.63 | 1,880,651 |
26 | To authorise general meetings to be held on 14 clear days' notice
| 658,126,204 | 92.00 | 57,266,491 | 8.00 | 715,392,695 | 83.76 | 769,546 |
27 | To adopt new Articles of Association | 714,042,172 | 99.82 | 1,268,469 | 0.18 | 715,310,641 | 83.75 | 851,600 |
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 21 on the Performance Share 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 1 May 2026 at 6pm (excluding shares held in Treasury) was 854,049,145. 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 6.4.2, a copy of the resolutions, passed as Special Business, will be submitted to the FCA National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Helen Barraclough
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
LEI: 213800ZTMDN8S67S1H61
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