8 February 2023
Mitchells & Butlers plc (the "Company")
LEI no. 213800JHYNDNB1NS2W10
Result of Annual General Meeting
Mitchells & Butlers plc announces the results of the voting at the Company's Annual General Meeting held today, 8 February 2023, at 9.00a.m.
All the resolutions were voted on by way of a poll and the results of each resolution are shown below. All resolutions were duly approved by the relevant majority in each case. Resolution 18 was passed as a special resolution. All other resolutions were passed as ordinary resolutions and, in the case of resolutions 3, 5 and 10, were also passed by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.
| % | % | % of ISC VOTED | ||||||
| 1 | Receipt of accounts | 518,960,031 | 99.96 | 222,058 | 0.04 | 519,182,089 | 86.91% | 194,952 |
| 2 | Approval of Annual Report on Remuneration | 407,632,174 | 78.49 | 111,692,375 | 21.51 | 519,324,549 | 86.93% | 52,492 |
| 3 | Elect Amanda Brown | 518,922,464 | 99.92 | 421,735 | 0.08 | 519,344,199 | 86.94% | 32,842 |
| 4 | Re-elect Keith Browne | 487,251,120 | 96.07 | 19,938,221 | 3.93 | 507,189,341 | 84.90% | 12,187,700 |
| 5 | Re-elect Dave Coplin | 495,412,485 | 95.40 | 23,902,434 | 4.60 | 519,314,919 | 86.93% | 62,122 |
| 6 | Re-elect Eddie Irwin | 463,421,815 | 91.37 | 43,760,583 | 8.63 | 507,182,398 | 84.90% | 12,194,643 |
| 7 | Re-elect Bob Ivell | 435,896,753 | 83.93 | 83,450,208 | 16.07 | 519,346,961 | 86.94% | 30,080 |
| 8 | Re-elect Tim Jones | 517,107,604 | 99.57 | 2,239,202 | 0.43 | 519,346,806 | 86.94% | 30,235 |
| 9 | Re-elect Josh Levy | 418,367,396 | 82.49 | 88,815,307 | 17.51 | 507,182,703 | 84.90% | 12,194,338 |
| 10 | Re-elect Jane Moriarty | 495,102,809 | 95.33 | 24,244,053 | 4.67 | 519,346,862 | 86.94% | 30,179 |
| 11 | Re-elect Phil Urban | 518,102,793 | 99.76 | 1,244,346 | 0.24 | 519,347,139 | 86.94% | 29,902 |
| 12 | Reappointment of auditor | 519,224,250 | 99.98 | 109,164 | 0.02 | 519,333,414 | 86.93% | 43,627 |
| 13 | Auditor's remuneration | 519,254,000 | 99.99 | 77,631 | 0.01 | 519,331,631 | 86.93% | 45,410 |
| 14 | Political donations | 517,531,970 | 99.66 | 1,765,583 | 0.34 | 519,297,553 | 86.93% | 79,488 |
| 15 | Approval of Sharesave Plan | 518,941,696 | 99.92 | 391,017 | 0.08 | 519,332,713 | 86.93% | 44,136 |
| 16 | Approval of Share Incentive Plan | 519,231,229 | 99.98 | 104,259 | 0.02 | 519,335,488 | 86.94% | 41,657 |
| 17 | Approval of 2023 Short Term Deferred Incentive Share Plan | 518,918,858 | 99.93 | 385,101 | 0.07 | 519,303,959 | 86.93% | 73,082 |
| 18 | Notice period for meetings (c) | 517,268,257 | 99.60 | 2,067,585 | 0.40 | 519,335,842 | 86.94% | 41,199 |
| VOTES EXCLUDING THE CONTROLLING SHAREHOLDER ON THE RESOLUTIONS CONCERNING THE ELECTION/ RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS | ||||||||
| VOTES FOR (a) | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED (excluding controlling shareholder) | VOTES WITHHELD (b) | ||
| 3 | Elect Amanda Brown (d) | 180,088,769 | 99.77 | 421,735 | 0.23 | 180,510,504 | 69.82% | 32,842 |
| 5 | Re-elect Dave Coplin (d) | 156,578,790 | 86.76 | 23,902,434 | 13.24 | 180,481,224 | 69.81% | 62,122 |
| 10 | Re-elect Jane Moriarty (d) | 156,269,114 | 86.57 | 24,244,053 | 13.43 | 180,513,167 | 69.82% | 30,179 |
NOTES:
(a) The "For" vote includes those giving the Chairman discretion.
(b) A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" the resolution.
(c) Passed as a special resolution.
(d) Passed both as an ordinary resolution by a majority of all shareholders and by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.
Votes "For" and "Against" are expressed as a percentage of votes received. Voting was conducted by a poll.
The Board of Directors note the level of votes against resolution 2 (Annual Report on Remuneration) and are disappointed with the outcome of the voting on this resolution. The Board of Directors have sought to set out the rationale for the key decisions taken in relation to remuneration in the Annual Report, which they firmly believe to be in the best interests of all shareholders. The Board values an open and proactive dialogue with our shareholders and will continue to engage with shareholders in the coming year as part of the review of our remuneration policy, which is due to be put to shareholders at the 2024 AGM.
The number of shares in issue at 6.30p.m. on 6 February 2023 was 597,383,363, of which 258,549,668 were held by shareholders other than the controlling shareholder.
The full text of the resolutions can be found in the Notice of Annual General Meeting, which is available for inspection at the National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism and also on the Company's website at www.mbplc.com.
Denise Burton
Deputy Company Secretary