Result of AGM

Baillie Gifford US Growth Trust PLC

23 October 2026

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For immediate release

Baillie Gifford US Growth Trust plc ("USA" or the "Company")

Legal Entity Identifier: 213800UM1OUWXZPKE539

Result of Annual General Meeting

23 October 2026

USA announces the results of its Annual General Meeting, held today, Friday 23 October 2026, at the offices of Stephenson Harwood LLP (1 Finsbury Circus, London, EC2M 7SH).

Capitalised terms used in this announcement shall have the meanings given to them in the circular to shareholders dated 17 September 2026 (the “Circular”) which contained the Notice of Annual General Meeting.

All of the ordinary resolutions put forward by the Company (being Resolutions 4 – 12 (inclusive))  were approved by shareholders.

The Saba Resolutions (being Resolutions 1 – 3 inclusive), which were put forward by Saba , were rejected. 

The Board notes that the votes in favour of the Saba Resolutions were almost entirely attributable to Saba and Sessa Capital IM, L.P. ("Sessa Capital" or "Sessa"). Excluding the votes of Saba and Sessa, 99.2% of the votes cast were in line with the Board’s recommendations.

Ordinary resolutions 4 – 7 (inclusive), relating to the re-election of the existing Directors, were passed.  Excluding the votes of Saba and Sessa, which were cast against the resolutions, 99.5% of the votes cast were in favour of the re-election of the existing Directors.

As the Board has stated previously, it welcomes dialogue with all shareholders. Following this endorsement of the Company’s strategy and emphatic rejection of the Saba Nominees by the independent shareholders, the Board will engage with Saba and Sessa Capital to seek a long-term solution in the interests of shareholders as a whole.

Special resolutions 13 and 14 (regarding the disapplication of pre-emption rights and the market purchase of the Company’s own shares) did not pass. The votes against these resolutions were almost entirely attributable to Saba and Sessa Capital.

While Resolutions 8-12 (inclusive) passed, Resolutions 9 and 12 received a significant number of votes against. Once again, the Board notes that those votes were almost entirely attributable to Saba and Sessa Capital. Excluding the votes of Saba and Sessa, 99.5% of the votes cast on those Resolutions were in line with the Board’s recommendations.

Tom Burnet, Chair of the Company commented:

“On behalf of the Board, I would like to pass our gratitude to our independent shareholders for their continued support.

Those shareholders have again delivered a clear and decisive verdict. They have overwhelmingly rejected Saba’s nominees. For the third time, they have also expressed their clear support for the current Board. Repeatedly revisiting matters on which almost all of our independent shareholders have plainly already expressed their view places an unnecessary burden on the Company, diverting management time and resources from the delivery of the Company’s strategy and the creation of long-term shareholder value and incurring significant costs.  

Baillie Gifford US Growth is a unique investment trust, offering investors access in scale to the most exciting public and private investments in the US. Since USA’s launch in 2018, it has generated returns in the top decile of all UK listed investment companies and the top decile of all US-focused open-ended funds globally. We are pleased the AGM result represents a clear endorsement from the vast majority of independent shareholders for the current differentiated and high performing strategy to continue.

We strongly welcome the reforms under consideration by the FCA, and the efforts of the AIC and others, to strengthen protections for all shareholders. It is critical that these new rules take effect as soon as is practicable so that trusts are better protected from opportunism that is not in the interests of shareholders as a whole.

We welcome engagement with all shareholders and look forward to working constructively with Saba and Sessa with the objective of delivering a long-term solution that is in the interests of shareholders as a whole.”

	VOTES FOR		VOTES AGAINST		VOTES WITHHELD	TOTAL VOTING RIGHTS EXERCISED (excluding votes withheld)
	Number	%	Number	%	Number	%
SABA RESOLUTIONS – ORDINARY RESOLUTIONS
To appoint Jason Chen as a director of the Company with effect from the end of the Annual General Meeting.	107,690,114	47.2	120,320,943	52.8	60,331	82.4
To appoint Thomas H. McGlade as a director of the Company with effect from the end of the Annual General Meeting.	107,702,109	47.2	120,313,238	52.8	56,041	82.4
To appoint James Waterlow as a director of the Company with effect from the end of the Annual General Meeting.	107,707,757	47.2	120,308,836	52.8	54,795	82.4
COMPANY RESOLUTIONS – ORDINARY RESOLUTIONS
To re-elect Mr TJW Burnet as a Director of the Company.	120,505,805	52.9	107,420,845	47.1	144,319	82.4
To re-elect Ms SP Inglis as a Director of the Company.	120,578,519	52.9	107,347,559	47.1	144,918	82.4
To re-elect Mr CRD van der Kuyl as a Director of the Company.	120,371,952	52.9	107,369,651	47.1	151,146	82.3
To elect Ms EJ Flockhart as a Director of the Company.	120,640,521	52.9	107,264,766	47.1	164,962	82.4
To receive and adopt the Annual Report and Financial Statements of the Company for the financial year ended 31 May 2026 together with the Reports of the Directors and of the Independent Auditor thereon.	227,605,771	99.9	284,095	0.1	181,103	82.4
To approve the Directors’ Annual Report on Remuneration for the financial year ended 31 May 2026.	144,298,411	63.4	83,310,489	36.6	462,069	82.3
To re-appoint Ernst & Young LLP as Independent Auditor of the Company to hold office until the conclusion of the next Annual General Meeting at which the Financial Statements are laid before the Company.	227,406,601	99.9	303,628	0.1	360,740	82.3
To authorise the Directors to determine the remuneration of the Independent Auditor of the Company.	227,493,959	99.9	265,278	0.1	304,922	82.3
To authorise the Directors’ general authority to allot shares or C shares.	144,442,749	63.4	83,269,698	36.6	351,712	82.3
COMPANY RESOLUTIONS – SPECIAL RESOLUTIONS
To approve by special resolution that the Directors be authorised to allot shares, C shares or sell treasury shares on a non pre-emptive basis.	144,286,593	63.4	83,421,926	36.6	355,640	82.3
To approve by special resolution that the Company be authorised to make market purchases of its own shares.	144,974,468	63.6	82,849,214	36.4	240,477	82.3

All of the Resolutions were voted on by way of a poll and the results are shown in the table above. The Board appointed Civica Election Services as independent assessor to report on the poll in respect of each of the Resolutions.

In line with Provision 4 of section 5.2 of the AIC Corporate Governance Code 2024 (the “AIC Code”), the Company will now engage in a consultation process with all major shareholders. The Board will report on next steps as soon as is practicable and certainly within the six-month timeframe set out in the AIC Code.

Shareholders are entitled to one vote per share. Votes withheld are not a vote in law and, therefore, are not counted in the calculation of the percentages of the votes cast for and against a resolution. Where shareholders appointed the Chair as their proxy with discretion as to voting, their votes were cast against the Saba Resolutions (Resolutions 1-3 (inclusive)) and their votes have been included in the 'votes against' column. Discretionary votes on the Company Resolutions (Resolutions 4-14 (inclusive)) were cast for and their votes have been included in the ‘votes for’ column.

The number of shares of 1p each in issue, excluding 30,636,300 shares held in treasury, at the voting record time was 276,723,700. The total number of voting rights at that time was, therefore, 276,723,700.

The full text of all the Resolutions can be found in the Notice of Annual General Meeting contained in the Circular which is available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's webpage https://bgusgrowthtrust.com.  

The person responsible for arranging for the release of this announcement on behalf of the Company is Baillie Gifford & Co Limited, the Company Secretary.

Enquiries:

Company 

Tom Burnet

c/o Burson Buchanan

[e-mail]

[phone]

Panmure Liberum Limited

Alex Collins / Michael Janes

[e-mail]

[phone]

Burson Buchanan

Henry Wilson / Helen Tarbet / Nick Croysdill

[e-mail]

[phone]

Company Secretary

Baillie Gifford & Co Limited, Company Secretary

[e-mail]  

[phone]

 

END