3rd Feb 2026 09:56
3 February 2026
WH SMITH PLC
Result of Annual General Meeting
WH Smith PLC held its Annual General Meeting for shareholders at 9.30am on 2 February 2026. All resolutions put to the AGM were passed by shareholders.
The following table shows the results of the poll on the resolutions.
Resolution | Votes For | % | Votes Against | % | Votes Total | % of ISC Voted | Votes Withheld | |
1 | To receive the reports and accounts | 92,093,380 | 99.96% | 41,235 | 0.04% | 92,134,615 | 72.86% | 7,625,661 |
2 | To approve the remuneration report | 96,629,576 | 97.22% | 2,759,686 | 2.78% | 99,389,262 | 78.60% | 371,014 |
3 | To declare a final dividend | 99,369,297 | 99.97% | 28,450 | 0.03% | 99,397,747 | 78.60% | 362,529 |
4 | To re-elect Colette Burke
| 86,317,121 | 86.85% | 13,072,159 | 13.15% | 99,389,280 | 78.60% | 370,996 |
5 | To re-elect Annette Court | Resolution withdrawn3 | ||||||
6 | To re-elect Simon Emeny | 87,252,390 | 87.79% | 12,134,294 | 12.21% | 99,386,684 | 78.60% | 373,592 |
7 | To elect Andrew Harrison | 99,251,245 | 99.86% | 136,143 | 0.14% | 99,387,388 | 78.60% | 372,888 |
8 | To re-elect Max Izzard | 96,380,258 | 98.20% | 1,766,140 | 1.80% | 98,146,398 | 77.61% | 1,613,878 |
9 | To re-elect Situl Jobanputra | 87,801,150 | 88.34% | 11,587,156 | 11.66% | 99,388,306 | 78.60% | 371,970 |
10 | To re-elect Helen Rose | 86,564,658 | 88.20% | 11,582,454 | 11.80% | 98,147,112 | 77.62% | 1,613,164 |
11 | To re-appoint PricewaterhouseCoopers LLP as auditors | 84,784,508 | 85.31% | 14,597,238 | 14.69% | 99,381,746 | 78.59% | 378,530 |
12 | To authorise the Audit Committee of the Board to determine the auditors' remuneration | 98,417,162 | 99.04% | 954,429 | 0.96% | 99,371,591 | 78.58% | 388,685 |
13 | Authority to make political donations | 98,626,753 | 99.23% | 761,211 | 0.77% | 99,387,964 | 78.60% | 372,312 |
14 | To approve the rules of the WH Smith LTIP | 98,595,145 | 99.24% | 755,331 | 0.76% | 99,350,476 | 78.57% | 409,800 |
15 | To approve the rules of the WH Smith Sharesave Scheme | 98,304,281 | 98.93% | 1,061,946 | 1.07% | 99,366,227 | 78.58% | 394,049 |
16 | Authority to allot shares | 95,408,909 | 96.01% | 3,960,489 | 3.99% | 99,369,398 | 78.58% | 390,878 |
17 | Authority to disapply pre-emption rights up to 10 per cent and for follow-on offers | 95,000,255 | 95.61% | 4,363,170 | 4.39% | 99,363,425 | 78.58% | 396,851 |
18 | Authority to disapply pre-emption rights up to a further 10 per cent for acquisitions or specified capital investments and for follow-on offers | 93,858,507 | 94.46% | 5,504,205 | 5.54% | 99,362,712 | 78.58% | 397,564 |
19 | Authority to make market purchases of ordinary shares | 98,002,195 | 99.93% | 67,789 | 0.07% | 98,069,984 | 77.55% | 1,690,292 |
20 | Authority to call general meetings on 14 clear days' notice | 97,333,207 | 97.93% | 2,053,122 | 2.07% | 99,386,329 | 78.60% | 373,947 |
As announced on 19 January 2026, Annette Court did not stand for re-election as a Director and retired from the Board with effect from the end of the AGM. Simon Emeny, Senior Independent Director, will act as Interim non-executive Chairman. Simon Emeny is also appointed a Chair of the Nominations Committee.
As announced on 19 November 2025, Nicky Dulieu did not stand for re-election as a Director and retired from the Board with effect from the end of the AGM.
Notes
1. Votes "for" and "against" are expressed as a percentage of votes received.
2. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
3. As announced on 19 January 2026, Annette Court did not seek re-election to the Board at the 2026 Annual General Meeting and accordingly resolution 5 was withdrawn.
4. At the date of the AGM the issued share capital of the Company was 126,453,145 ordinary shares.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
I Houghton
Company Secretary
-Ends-
Enquiries:
WH Smith PLC
Mark Boyle Investor Relations 07879 897687
Nicola Hillman Media Relations 01793 563354
Brunswick
Tim Danaher 020 7404 5959
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