TIDMTSCO

RNS Number : 3675P

Tesco PLC

17 June 2022

Tesco PLC

17 June 2022

Tesco PLC - Results of AGM

Tesco PLC held its Annual General Meeting on Friday 17 June 2022 at 2:00 p.m. All resolutions proposed were passed by shareholders. A poll was held on each of the resolutions proposed. The results of the polls are as follows:

 
                          VOTES         %      VOTES AGAINST     %      TOTAL VOTES       % ISSUED      VOTES WITHHELD 
                           FOR                                            VALIDLY       SHARE CAPITAL 
                                                                            CAST 
      To receive 
      the report 
 1    and accounts    5,533,201,278   100.00         238,631    0.00   5,533,439,909           73.67%       70,885,741 
      To approve 
      the 
      Directors' 
      remuneration 
 2    policy          5,147,774,233    91.98     448,770,044    8.02   5,596,544,277           74.51%        7,776,447 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To approve 
      the 
      Directors' 
      remuneration 
 3    report          5,166,112,551    92.22     435,857,530    7.78   5,601,970,081           74.59%        2,350,578 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To declare a 
      final 
 4    dividend        5,601,439,521    99.98       1,314,021    0.02   5,602,753,542           74.60%        1,569,692 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      John Allan as 
 5    a Director      5,118,678,207    91.37     483,387,983    8.63   5,602,066,190           74.59%        2,258,484 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      Melissa 
      Bethell as a 
 6    Director        5,599,359,867    99.95       2,567,162    0.05   5,601,927,029           74.58%        2,392,587 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      Bertrand 
      Bodson as a 
 7    Director        3,925,294,116    70.71   1,625,682,078   29.29   5,550,976,194           73.91%       53,343,300 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      Thierry 
      Garnier as a 
 8    Director        5,528,480,470    99.88       6,854,600    0.12   5,535,335,070           73.70%       68,979,284 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      Stewart 
      Gilliland as 
 9    a Director      5,412,760,790    96.62     189,207,412    3.38   5,601,968,202           74.59%        2,348,609 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      Byron Grote 
 10   as a Director   5,188,802,296    92.62     413,188,604    7.38   5,601,990,900           74.59%        2,325,240 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      Ken Murphy as 
 11   a Director      5,599,871,230    99.96       2,173,302    0.04   5,602,044,532           74.59%        2,278,676 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      Imran Nawaz 
 12   as a Director   5,582,314,438    99.65      19,648,474    0.35   5,601,962,912           74.59%        2,355,404 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      Alison Platt 
 13   as a Director   5,317,636,945    94.92     284,423,088    5.08   5,602,060,033           74.59%        2,256,387 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      Lindsey 
      Pownall as a 
 14   Director        5,533,818,670    99.97       1,552,344    0.03   5,535,371,014           73.70%       68,943,892 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To re-elect 
      Karen 
      Whitworth as 
      a 
 15   Director        5,600,596,623    99.97       1,437,727    0.03   5,602,034,350           74.59%        2,276,182 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To reappoint 
 16   the auditors    5,530,907,538    99.92       4,491,480    0.08   5,535,399,018           73.70%       68,918,053 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To authorise 
      the Audit 
      Committee 
      to determine 
      the auditors' 
 17   remuneration    5,598,200,298    99.93       4,034,546    0.07   5,602,234,844           74.59%        2,079,196 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To authorise 
      political 
      donations 
      by the 
      Company and 
      its 
 18   subsidiaries    5,444,793,973    97.18     157,975,046    2.82   5,602,769,019           74.60%        1,546,158 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To authorise 
      the Directors 
      to allot 
 19   shares          4,966,303,301    88.64     636,475,708   11.36   5,602,779,009           74.60%        1,513,220 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To authorise 
      the Directors 
      to disapply 
      pre-emption 
 20   rights*         5,196,739,007    92.85     400,351,779    7.15   5,597,090,786           74.52%        7,225,206 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To authorise 
      the Directors 
      to disapply 
      pre-emption 
      rights for 
      acquisitions 
      and other 
      capital 
 21   investment*     5,046,619,746    90.17     550,470,865    9.83   5,597,090,611           74.52%        7,215,547 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To authorise 
      the Company 
      to purchase 
      its own 
 22   shares*         5,495,401,729    98.19     101,354,548    1.81   5,596,756,277           74.52%        7,563,767 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
      To authorise 
      a 14 day 
      notice period 
      for general 
 23   meetings*       5,263,512,191    93.95     338,775,001    6.05   5,602,287,192           74.59%        2,028,429 
                                     -------  --------------  ------  --------------  ---------------  --------------- 
 

*Special resolutions

While the Board is pleased that all other resolutions were carried with large majorities, the Board was disappointed with the level of votes cast against Resolution 7, the re-election of Bertrand Bodson, which received 70.71% approval.

The Board unanimously supports Bertrand's re-election and confirms that he continues to make an effective and valuable contribution to the Board and Corporate Responsibility Committee. Throughout the year Bertrand has demonstrated his commitment to the Company and the ability to dedicate sufficient time to his duties, with 100% attendance record for Board and Committee meetings. Bertrand continues to bring exceptional leadership and business expertise, with significant knowledge of digital and technology matters which deepens and enriches the overall set of skills and experience available to the Board.

The Nominations and Governance Committee carefully monitors all directors' external time commitments and would take appropriate action should concerns be identified that could impact on their ability to devote sufficient time to their duties at the Company. The Board believes that all directors, including Bertrand, continue to devote the required amount of time in discharging their responsibilities as directors of the Company.

Following the AGM, the Board will continue to engage with shareholders to discuss any ongoing concerns but we understand that this was primarily driven by the votes of some shareholders who applied a more stringent voting policy on directors' external commitments, despite his exemplary attendance record and the value he adds to the Board through his expertise and experience.

We will publish an update on our engagement, in accordance with the UK Corporate Governance Code, within six months of the 2022 AGM.

Notes

Results of the poll can also be viewed on the Company's website: https://www.tescoplc.com/investors/shareholder-centre/shareholder-meetings/

Please note a 'vote withheld' is not a vote under English law and is not counted in the calculation of votes 'for' and 'against' a resolution.

The total number of ordinary shares in issue on 15 June 2022 at 6.30pm was 7,510,821,405. Shareholders are entitled to one vote per share.

In accordance with Listing Rule 9.6.2 copies of the resolutions (other than those relating to ordinary business) will be submitted to the FCA National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Enquiries:

   Group Company Secretary         Robert Welch    +44 (0) 7793 222569 

Tesco PLC

Tesco House

Shire Park

Kestrel Way

Welwyn Garden City

Hertfordshire

AL7 1GA

LEI Number: 2138002P5RNKC5W2JZ46

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June 17, 2022 11:49 ET (15:49 GMT)

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