Result of AGM

St. James's Place PLC
18 May 2023
 

St. James's Place plc ("SJP plc")

Result of Annual General Meeting ("AGM")

SJP plc's AGM was held on Thursday, 18 May 2023 at 11.00am at The Royal Aeronautical Society, 4 Hamilton Place, London, W1J 7BQ.

The results of the polls on all resolutions put to the meeting are set out below.


Resolution

Votes For

%

Votes Against

%

Total votes validly cast

% of relevant shares in issue

Votes Withheld

1

To receive the Company's annual accounts and reports

of the Directors and auditors

 432,232,652

99.85

 668,467

0.15

 432,901,119

78.92

210,232

2

To declare a final dividend

 426,391,894

98.45

 6,718,098

1.55

 433,109,992

78.96

1,359

3

To receive and approve the 2023 Directors' Remuneration

Policy

421,579,842

97.35

11,475,885

2.65

 433,055,727

78.95

54,287

4

To receive and approve the Directors' Remuneration Report

 

 334,253,454

77.85

95,081,071

22.15

 429,334,525

78.27

3,775,589

5

To re-elect Andrew Croft as a Director 

 432,952,218

99.96

 153,425

0.04

 433,105,643

78.96

5,308

6

To re-elect Craig Gentle as a Director 

431,573,872

99.65

 1,507,936

0.35

 433,081,808

78.96

27,936

7

To re-elect Emma Griffin as a Director

 427,768,693

98.92

 4,657,400

1.08

 432,426,093

78.84

684,988

8

To re-elect Rosemary Hilary as a Director

 425,956,479

98.50

 6,469,613

1.50

 432,426,092

78.84

684,989

9

To re-elect Lesley-Ann Nash as a Director

 

 428,449,398

98.95

 4,531,695

1.05

 432,981,093

78.94

129,988

10

To re-elect Paul Manduca as a Director

 386,717,824

90.94

 38,539,018

9.06

 425,256,842

77.53

7,854,239

11

To re-elect John Hitchins as a Director

 432,633,905

99.92

 344,855

0.08

432,978,760

78.94

130,984

12

To elect Dominic Burke as a Director

432,952,590

99.99

 26,693

0.01

 432,979,283

78.94

131,798

13

To re-appoint PwC as the Auditors of the Company

 413,377,378

95.57

 19,171,249

4.43

 432,548,627

78.86

562,824

14

To authorise the Group Audit Committee to determine the Auditors' remuneration

 

419,633,458

96.89

13,462,917

3.11

433,096,375

78.96

13,739

15

To authorise the Directors to allot shares

427,154,532

98.63

5,925,761

1.37

433,080,293

78.96

29,158

16

To authorise the Directors to disapply pre-emption rights

 

431,221,459

99.58

1,830,831

0.42

433,052,290

78.95

57,824

17

To authorise the Company to purchase its own shares

 

428,935,580

99.05

4,130,042

0.95

433,065,622

78.95

45,829

18

To authorise the calling of general meetings on 14 clear days' notice

 

410,973,418

94.89

22,132,804

5.11

433,106,222

78.96

5,229

The number of Ordinary Shares in issue as at 6.00pm on 16 May 2023 was 548,504,069.  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.

 

Resolutions 1 to 15 were passed as Ordinary Resolutions and Resolutions 16 to 18 were passed as Special Resolutions.

The full text of the resolutions can be found in the Notice of Meeting, which is available on the Company's website at www.sjp.co.uk/shareholders/shareholder-meetings.

 

Resolution 4: Directors' Remuneration Report

 

While the Board is pleased that all resolutions were carried with large majorities, it notes that resolution 4 to approve the Directors' Remuneration Report, received c.22% of votes against.

The Board is committed to continuing our engagement with shareholders to understand the views of those who voted against resolution 4 and will consult with them over the next few months to listen carefully to feedback and determine any next steps.

In accordance with the UK Corporate Governance Code, a further statement will be published detailing the outcome of the shareholder engagement, including any actions taken as a result, within six months and a final summary will be included in the Company's 2023 Annual Report.

Board changes

 

Following the Annual General Meeting, Simon Jeffreys and Roger Yates stepped down as Directors of the Company. The Board confirms that Dominic Burke was appointed as Senior Independent Director of St. James's Place plc on 18 May 2023.  The Board has also approved the following changes to the composition of its Committees:

 

·      Subject to regulatory approval, Emma Griffin will be appointed as Chair of the Group Remuneration Committee and John Hitchins as Chair of the Group Audit Committee;

·      Dominic Burke will join the Group Remuneration Committee with effect from 18 May 2023; and

·      Dominic Burke, Emma Griffin and John Hitchins will join the Group Nomination and Governance Committee with effect from 18 May 2023.

 

The Board would like to place on record its appreciation and gratitude for the contributions of Simon Jeffreys and Roger Yates during their time on the Board. The Board and the wider SJP Community wish them well in their future endeavors.

 

In accordance with paragraph 9.6.2R of the Listing Rules, SJP plc will submit copies of the Resolutions passed at the meeting (other than Resolutions concerning ordinary business) to the FCA National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

Jonathan Dale

Company Secretary
Tel: +44 (0)1285 717237

18 May 2023

 

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.

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