Result of AGM

WH Smith PLC

03 February 2026

 

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

 

END