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BHP Group PLC (BHP)

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Thursday 11 November, 2021

BHP Group PLC

BHP 2021 AGM Results

RNS Number : 1041S
BHP Group PLC
11 November 2021
 

 

 

 

11 November 2021

 

 

To: Australian Securities Exchange

  London Stock Exchange

cc: New York Stock Exchange

  JSE Limited

 

 

 

 

FOR ANNOUNCEMENT TO THE MARKET

 

 

Please find attached the results of the business conducted at the meeting of shareholders of BHP Group Limited held virtually in Australia on 11 November 2021 and at the meeting of shareholders of BHP Group Plc held in London, United Kingdom on 14 October 2021.

 

As required by the Dual Listed Company Structure, a poll was conducted on each of the proposed resolutions. Each resolution is a Joint Electorate Action. The poll results for BHP Group Limited and BHP Group Plc are attached.

 

The final proxy position for each company is detailed in Appendix 1. The additional information required in respect of BHP Group Plc by the United Kingdom Companies Act 2006 is provided in Appendix 2.

 

A copy of the resolutions proposed at the Annual General Meetings has been submitted to the FCA National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

 

 

 

 

Authorised for lodgement by:

Stefanie Wilkinson

Group Company Secretary

 

 

 

 

The poll results for BHP Group Limited and BHP Group Plc are as follows: 

   

 

Business

Votes

For

%

Votes

Against

%

Total Votes Cast

Abstentions1

Result

1

To receive the 2021 Financial Statements and Reports for BHP 

2,917,916,080

99.96%

1,172,702

0.04%

2,919,088,782

40,075,352

CARRIED

2

To reappoint Ernst & Young LLP as the auditor of BHP Group Plc 

2,943,697,799

99.68%

9,513,453

0.32%

2,953,211,252

5,928,318

CARRIED

3

To authorise the Risk and Audit Committee to agree the remuneration of Ernst & Young LLP as the auditor of BHP Group Plc

2,950,237,164

99.90%

2,941,725

0.10%

2,953,178,889

5,940,312

CARRIED

4

To approve the general authority to issue shares in BHP Group Plc

2,906,368,585

98.43%

46,482,188

1.57%

2,952,850,773

6,288,665

CARRIED

5

To approve the authority to allot equity securities in BHP Group Plc for cash

2,908,814,113

98.55%

42,944,412

1.45%

2,951,758,525

7,381,093

CARRIED

6

To authorise the repurchase of shares in BHP Group Plc

2,848,947,686

97.67%

67,960,760

2.33%

2,916,908,446

42,208,767

CARRIED

7

To approve the 2021 Remuneration Report other than the part containing the Directors' remuneration policy

2,874,542,978

97.56%

71,929,211

2.44%

2,946,472,189

12,534,505

CARRIED

8

To approve the 2021 Remuneration Report

2,859,834,285

97.07%

86,271,417

2.93%

2,946,105,702

12,901,951

CARRIED

9

To approve the grant to the Executive Director

2,908,345,010

98.63%

40,410,898

1.37%

2,948,755,908

10,271,293

CARRIED

10

To re-elect Terry Bowen as a Director of BHP

2,877,630,976

97.51%

73,340,139

2.49%

2,950,971,115

8,165,673

CARRIED

11

To re-elect Malcolm Broomhead as a Director of BHP

2,893,894,111

98.07%

56,945,602

1.93%

2,950,839,713

8,296,286

CARRIED

12

To re-elect Xiaoqun Clever as a Director of BHP

2,886,567,918

98.01%

58,740,365

1.99%

2,945,308,283

13,827,716

CARRIED

13

To re-elect Ian Cockerill as a Director of BHP

2,907,216,897

98.52%

43,625,562

1.48%

2,950,842,459

8,289,720

CARRIED

14

To re-elect Gary Goldberg as a Director of BHP

2,897,041,858

98.17%

54,147,886

1.83%

2,951,189,744

8,006,285

CARRIED

15

To re-elect Mike Henry as a Director of BHP

2,913,239,342

98.69%

38,627,091

1.31%

2,951,866,433

7,262,292

CARRIED

16

To re-elect Ken MacKenzie as a Director of BHP

2,797,919,942

95.06%

145,318,420

4.94%

2,943,238,362

15,907,981

CARRIED

17

To re-elect John Mogford as a Director of BHP

2,887,962,402

98.17%

53,792,430

1.83%

2,941,754,832

17,378,157

CARRIED

18

To re-elect Christine O'Reilly as a Director of BHP

2,891,094,408

97.96%

60,245,733

2.04%

2,951,340,141

7,796,518

CARRIED

19

To re-elect Dion Weisler as a Director of BHP

2,908,245,901

98.56%

42,495,268

1.44%

2,950,741,169

8,394,820

CARRIED

20

To approve BHP's Climate Transition Action Plan

2,421,274,713

84.90%

430,725,050

15.10%

2,851,999,763

107,150,517

CARRIED

21

Amendment to the Constitution

327,821,819

11.83%

2,442,964,657

88.17%

2,770,786,476

188,332,160

NOT CARRIED

Resolution 22 and Resolution 23 were conditional on Resolution 21 passing. Resolution 21 did not pass so Resolution 22 and 23 are therefore not valid resolutions. Poll figures are provided for information purposes only and do not constitute a voting result.

22

Climate-related lobbying

2,915,967,704

98.92%

31,935,827

1.08%

2,947,903,531

11,003,241

CARRIED

23

Capital Protection

409,357,356

14.20%

2,474,194,304

85.80%

2,883,551,660

75,594,829

NOT VALID

 

1.  In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at BHP Group Plc's meeting are aggregated with "abstained" votes at BHP Group Limited's meeting.  For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.

 

 

 

 

APPENDIX 1

 

BHP Group Limited & BHP Group Plc - Final Proxy Position

 

 

 

 

Limited

Plc

To receive the 2021 Financial Statements and Reports for BHP 

*

Total number of votes exercisable by all proxies validly appointed

 

1,464,431,198

1,454,039,417

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,451,382,765

1,453,719,542

-

was to vote against the resolution

940,275

232,425

-

was to abstain on the resolution

26,427,638

13,634,929

-

may vote at the proxy's discretion

 

12,108,158

87,450

To reappoint Ernst & Young LLP as the auditor of BHP Group Plc 

*

Total number of votes exercisable by all proxies validly appointed

 

1,487,594,810

1,465,019,141

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,474,206,236

1,456,713,147

-

was to vote against the resolution

1,282,751

8,228,505

-

was to abstain on the resolution

3,264,026

2,655,205

-

may vote at the proxy's discretion

 

12,105,823

77,489

To authorise the Risk and Audit Committee to agree the remuneration of Ernst & Young LLP as the auditor of BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

 

1,487,572,574

1,465,014,664

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,473,470,909

1,463,942,935

-

was to vote against the resolution

1,939,461

994,290

-

was to abstain on the resolution

3,266,025

2,659,682

-

may vote at the proxy's discretion

 

12,162,204

77,439

To approve the general authority to issue shares in BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

 

1,487,321,352

1,464,943,947

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,472,683,542

1,420,767,841

-

was to vote against the resolution

2,376,657

44,097,350

-

was to abstain on the resolution

3,537,484

2,730,399

-

may vote at the proxy's discretion

 

12,261,153

78,756

 

 

 

 

To approve the authority to allot equity securities in BHP Group Plc for cash

*

Total number of votes exercisable by all proxies validly appointed

 

1,486,671,041

1,464,506,617

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,471,510,787

1,424,569,164

-

was to vote against the resolution

3,078,614

39,856,323

-

was to abstain on the resolution

4,187,975

3,167,729

-

may vote at the proxy's discretion

 

12,081,640

81,130

To authorise the repurchase of shares in BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

 

1,483,748,567

1,432,575,745

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,468,190,552

1,367,904,289

-

was to vote against the resolution

3,357,330

64,593,712

-

was to abstain on the resolution

7,088,045

35,098,600

-

may vote at the proxy's discretion

 

12,200,685

77,744

To approve the 2021 Remuneration Report other than the part containing the Directors' remuneration policy

*

Total number of votes exercisable by all proxies validly appointed

 

1,483,431,844

1,462,568,724

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,453,393,924

1,408,534,074

-

was to vote against the resolution

17,945,897

53,956,678

-

was to abstain on the resolution

7,405,840

5,105,621

-

may vote at the proxy's discretion

 

12,092,023

77,972

To approve the 2021 Remuneration Report

*

Total number of votes exercisable by all proxies validly appointed

 

1,483,082,421

1,462,558,507

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,450,686,762

1,396,593,498

-

was to vote against the resolution

20,345,935

65,887,172

-

was to abstain on the resolution

7,756,222

5,115,838

-

may vote at the proxy's discretion

 

12,049,724

77,837

 

 

 

To approve the grant to the Executive Director

*

Total number of votes exercisable by all proxies validly appointed

 

1,483,637,877

1,464,660,713

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,460,757,470

1,435,125,618

-

was to vote against the resolution

10,903,736

29,452,259

-

was to abstain on the resolution

7,220,989

3,012,957

-

may vote at the proxy's discretion

 

11,976,671

82,836

10 

To re-elect Terry Bowen as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,486,853,276

1,463,535,616

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,458,894,499

1,405,875,179

-

was to vote against the resolution

15,757,675

57,578,155

-

was to abstain on the resolution

4,005,560

4,138,730

-

may vote at the proxy's discretion

 

12,201,102

82,282

11 

To re-elect Malcolm Broomhead as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,486,721,889

1,463,534,796

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,466,848,088

1,414,161,422

-

was to vote against the resolution

7,643,525

49,291,092

-

was to abstain on the resolution

4,136,947

4,139,550

-

may vote at the proxy's discretion

 

12,230,276

82,282

12 

To re-elect Xiaoqun Clever as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,486,959,049

1,457,770,188

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,456,607,816

1,417,146,911

-

was to vote against the resolution

18,192,781

40,540,995

-

was to abstain on the resolution

3,899,787

9,904,158

-

may vote at the proxy's discretion

 

12,158,452

82,282

 

 

 

 

13 

To re-elect Ian Cockerill as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,486,724,077

1,463,536,948

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,467,758,192

1,426,604,505

-

was to vote against the resolution

6,771,192

36,850,161

-

was to abstain on the resolution

4,134,759

4,133,578

-

may vote at the proxy's discretion

 

12,194,693

82,282

14 

To re-elect Gary Goldberg as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,487,070,918

1,463,537,392

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,464,631,421

1,419,423,326

-

was to vote against the resolution

10,106,711

44,031,784

-

was to abstain on the resolution

3,847,948

4,136,954

-

may vote at the proxy's discretion

 

12,332,786

82,282

15 

To re-elect Mike Henry as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,486,886,140

1,464,398,289

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,468,338,948

1,432,076,273

-

was to vote against the resolution

6,385,219

32,236,069

-

was to abstain on the resolution

3,964,501

3,276,057

-

may vote at the proxy's discretion

 

12,161,973

85,947

16 

To re-elect Ken MacKenzie as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,484,951,001

1,457,693,278

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,421,756,038

1,363,315,024

-

was to vote against the resolution

51,011,976

94,290,842

-

was to abstain on the resolution

5,907,825

9,981,067

-

may vote at the proxy's discretion

 

12,182,987

87,412

 

 

 

 

17 

To re-elect John Mogford as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,485,213,812

1,455,959,586

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,463,388,370

1,411,740,648

-

was to vote against the resolution

9,646,211

44,136,363

-

was to abstain on the resolution

5,645,014

11,711,760

-

may vote at the proxy's discretion

 

12,179,231

82,575

18 

To re-elect Christine O'Reilly as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,487,204,830

1,463,545,719

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,451,660,545

1,426,553,071

-

was to vote against the resolution

23,333,058

36,910,366

-

was to abstain on the resolution

3,653,996

4,128,627

-

may vote at the proxy's discretion

 

12,211,227

82,282

19 

To re-elect Dion Weisler as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,486,630,831

1,463,533,292

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,468,506,250

1,426,860,215

-

was to vote against the resolution

5,886,520

36,588,885

-

was to abstain on the resolution

4,227,995

4,141,054

-

may vote at the proxy's discretion

 

12,238,061

84,192

20 

To approve BHP's Climate Transition Action Plan

*

Total number of votes exercisable by all proxies validly appointed

 

1,437,026,960

1,414,360,255

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,238,230,148

1,170,228,963

-

was to vote against the resolution

186,649,160

244,050,512

-

was to abstain on the resolution

53,831,866

53,311,069

-

may vote at the proxy's discretion

 

12,147,652

80,780

 

 

 

21 

Amendment to the Constitution

*

Total number of votes exercisable by all proxies validly appointed

 

1,389,979,590

1,380,213,751

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

75,575,411

252,184,691

-

was to vote against the resolution

1,302,734,079

1,127,940,651

-

was to abstain on the resolution

100,850,767

87,458,105

-

may vote at the proxy's discretion

 

11,670,100

88,409

 

Resolution 22 and Resolution 23 were conditional on Resolution 21 passing. Resolution 21 did not pass so Resolution 22 and 23 are therefore not valid resolutions. Proxy figures are provided for information purposes only.

22 

Climate-related lobbying

 

*

Total number of votes exercisable by all proxies validly appointed

 

1,484,435,524

1,462,864,373

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

1,457,652,691

1,450,833,753

-

was to vote against the resolution

14,627,025

11,941,138

-

was to abstain on the resolution

6,183,347

4,807,894

-

may vote at the proxy's discretion

 

12,155,808

89,482

23 

Capital Protection

 

*

Total number of votes exercisable by all proxies validly appointed

 

1,473,104,486

1,409,858,747

*

Total number of votes in respect of which the appointments specified that the proxy - 

-

was to vote for the resolution

138,804,038

270,478,754

-

was to vote against the resolution

1,322,643,716

1,139,291,711

-

was to abstain on the resolution

17,754,336

57,813,286

-

may vote at the proxy's discretion

 

11,656,732

88,282

 

 

 

APPENDIX 2

Additional Information

 

For the purposes of section 341 of the United Kingdom's Companies Act 2006 and in respect of BHP Group Plc, the votes validly cast1 as a percentage of the company's total issued share capital (as at 6pm on 14 October 2021) are:

 

 

Item of Business

Votes Cast %1

1

To receive the 2021 Financial Statements and Reports for BHP 

68.85%

2

To reappoint Ernst & Young LLP as the auditor of BHP Group Plc 

69.37%

3

To authorise the Risk and Audit Committee to agree the remuneration of Ernst & Young LLP as the auditor of BHP Group Plc

69.37%

4

To approve the general authority to issue shares in BHP Group Plc

69.37%

5

To approve the authority to allot equity securities in BHP Group Plc for cash

69.35%

6

To authorise the repurchase of shares in BHP Group Plc

67.83%

7

To approve the 2021 Remuneration Report other than the part containing the Directors' remuneration policy

69.25%

8

To approve the 2021 Remuneration Report

69.25%

9

To approve the grant to the Executive Director

69.35%

10

To re-elect Terry Bowen as a Director of BHP

69.30%

11

To re-elect Malcolm Broomhead as a Director of BHP

69.30%

12

To re-elect Xiaoqun Clever as a Director of BHP

69.03%

13

To re-elect Ian Cockerill as a Director of BHP

69.30%

14

To re-elect Gary Goldberg as a Director of BHP

69.30%

15

To re-elect Mike Henry as a Director of BHP

69.34%

16

To re-elect Ken MacKenzie as a Director of BHP

69.02%

17

To re-elect John Mogford as a Director of BHP

68.94%

18

To re-elect Christine O'Reilly as a Director of BHP

69.30%

19

To re-elect Dion Weisler as a Director of BHP

69.30%

20

To approve BHP's Climate Transition Action Plan

66.97%

21

Amendment to the Constitution

65.35%

22

Climate-related lobbying2

69.27%

23

Capital Protection2

66.76%

 

1.  This calculation does not include the votes cast at the BHP Group Limited Annual General Meeting which are added to the votes cast at the BHP Group Plc Annual General Meeting to give the final result in relation to each resolution. Final poll results for BHP Group Plc and BHP Group Limited can be found on pages 2 and 3 of this announcement.

 

2.  Resolution 22 and Resolution 23 were not valid as they were conditional on Resolution 21 being approved by the required majority. The information above is for information purposes only.

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