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