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, 25 January 2022, 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 14 was passed as a special resolution. All other resolutions were passed as ordinary resolutions and, in the case of resolutions 4 and 9, were also passed by a majority of the independent shareholders voting on the resolution, in accordance with LR 9.2.2ER.
| VOTES FOR (a) | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD (b) | ||
|---|---|---|---|---|---|---|---|---|
| 1 | Receipt of accounts | VOTES FOR 528,157,410(a) | % 100.00 | VOTES 23,032AGAINST | % 0.00 | VOTES TOTAL 528,180,442 | % of ISC VOTED 88.50% | VOTES 219,131WITHHELD (b) |
| 2 | Approval of Annual Report on Remuneration | VOTES FOR 414,751,850(a) | % 78.51 | VOTES 113,547,459AGAINST | % 21.49 | VOTES TOTAL 528,299,309 | % of ISC VOTED 88.52% | VOTES 100,541WITHHELD (b) |
| 3 | Re-elect Keith Browne | VOTES FOR 469,018,502(a) | % 90.08 | VOTES 51,658,775AGAINST | % 9.92 | VOTES TOTAL 520,677,277 | % of ISC VOTED 87.24% | VOTES 7,723,073WITHHELD (b) |
| 4 | Re-elect Dave Coplin | VOTES FOR 506,035,817(a) | % 95.78 | VOTES 22,303,294AGAINST | % 4.22 | VOTES TOTAL 528,339,111 | % of ISC VOTED 88.52% | VOTES 60,648WITHHELD (b) |
| 5 | Re-elect Eddie Irwin | VOTES FOR 402,840,812(a) | % 77.37 | VOTES 117,834,541AGAINST | % 22.63 | VOTES TOTAL 520,675,353 | % of ISC VOTED 87.24% | VOTES 7,724,906WITHHELD (b) |
| 6 | Re-elect Bob Ivell | VOTES FOR 381,914,900(a) | % 72.28 | VOTES 146,438,162AGAINST | % 27.72 | VOTES TOTAL 528,353,062 | % of ISC VOTED 88.53% | VOTES 47,197WITHHELD (b) |
| 7 | Re-elect Tim Jones | VOTES FOR 515,365,286(a) | % 97.54 | VOTES 12,982,589AGAINST | % 2.46 | VOTES TOTAL 528,347,875 | % of ISC VOTED 88.53% | VOTES 51,884WITHHELD (b) |
| 8 | Re-elect Josh Levy | VOTES FOR 392,388,251(a) | % 75.36 | VOTES 128,288,198AGAINST | % 24.64 | VOTES TOTAL 520,676,449 | % of ISC VOTED 87.24% | VOTES 7,723,810WITHHELD (b) |
| 9 | Re-elect Jane Moriarty | VOTES FOR 505,850,339(a) | % 95.74 | VOTES 22,494,309AGAINST | % 4.26 | VOTES TOTAL 528,344,648 | % of ISC VOTED 88.53% | VOTES 54,936WITHHELD (b) |
| 10 | Re-elect Phil Urban | VOTES FOR 515,279,476(a) | % 97.53 | VOTES 13,067,807AGAINST | % 2.47 | VOTES TOTAL 528,347,283 | % of ISC VOTED 88.53% | VOTES 52,976WITHHELD (b) |
| 11 | Appointment of auditor | VOTES FOR 528,021,598(a) | % 99.94 | VOTES 337,394AGAINST | % 0.06 | VOTES TOTAL 528,358,992 | % of ISC VOTED 88.53% | VOTES 41,231WITHHELD (b) |
| 12 | Auditor's remuneration | VOTES FOR 527,597,343(a) | % 99.86 | VOTES 743,839AGAINST | % 0.14 | VOTES TOTAL 528,341,182 | % of ISC VOTED 88.53% | VOTES 59,077WITHHELD (b) |
| 13 | Political donations | VOTES FOR 526,287,855(a) | % 99.63 | VOTES 1,961,432AGAINST | % 0.37 | VOTES TOTAL 528,249,287 | % of ISC VOTED 88.51% | VOTES 150,972WITHHELD (b) |
| 14 | Notice period for meetings (c) | VOTES FOR 526,155,954(a) | % 99.59 | VOTES 2,181,684AGAINST | % 0.41 | VOTES TOTAL 528,337,638 | % of ISC VOTED 88.52% | VOTES 61,811WITHHELD (b) |
VOTES EXCLUDING THE CONTROLLING SHAREHOLDER ON THE RESOLUTIONS CONCERNING THE RE-ELECTION OF THE INDEPENDENT NON-EXECUTIVE DIRECTORS
| VOTES FOR (a) | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED (excluding controlling shareholders) | VOTES WITHHELD (b) | ||
|---|---|---|---|---|---|---|---|---|
| 4 | Re-elect Dave Coplin (d) | VOTES 167,202,122FOR (a) | % 88.23 | VOTES 22,303,294AGAINST | % 11.77 | VOTES 189,505,416TOTAL | % of ISC VOTED (excluding controlling shareholders) 73.45% | VOTES 60,648WITHHELD (b) |
| 9 | Re-elect Jane Moriarty (d) | VOTES 167,016,644FOR (a) | % 88.13 | VOTES 22,494,309AGAINST | % 11.87 | VOTES 189,510,953TOTAL | % of ISC VOTED (excluding controlling shareholders) 73.46% | VOTES 54,936WITHHELD (b) |
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 notes the level of votes against resolution 2 (Annual Report on Remuneration), resolutions 5 and 8 concerning individuals who represent the Company's controlling shareholder (as defined in the Listing Rules) (the "controlling shareholder"), and resolution 6 concerning the Chairman. The UK Corporate Governance Code (the "Code") contains best practice recommendations in relation to corporate governance yet acknowledges that, in individual cases, these will not all necessarily be appropriate for particular companies. Accordingly, the Code specifically recognises the concept of "Comply or Explain" in relation to divergences from the Code and the Company has explained the circumstances of these appointments in detail in its 2021 Annual Report.
The number of shares in issue at 6.30p.m. on 23 January 2022 was 596,824,821, of which 257,991,126 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 and also on the Company's website at www.mbplc.com.
Denise Burton
Deputy Company Secretary