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.
| VOTES FOR (a) | % | VOTES AGAINST | % | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD (b) | ||
|---|---|---|---|---|---|---|---|---|
| 1 | Receipt of accounts | VOTES 518,960,031 FOR (a) | % 99.96 | VOTES 222,058 AGAINST | % 0.04 | VOTES 519,182,089 TOTAL | % of ISC VOTED 86.91% | VOTES 194,952 WITHHELD (b) |
| 2 | Approval of Annual Report on Remuneration | VOTES 407,632,174 FOR (a) | % 78.49 | VOTES 111,692,375 AGAINST | % 21.51 | VOTES 519,324,549 TOTAL | % of ISC VOTED 86.93% | VOTES 52,492 WITHHELD (b) |
| 3 | Elect Amanda Brown | VOTES 518,922,464 FOR (a) | % 99.92 | VOTES 421,735 AGAINST | % 0.08 | VOTES 519,344,199 TOTAL | % of ISC VOTED 86.94% | VOTES 32,842 WITHHELD (b) |
| 4 | Re-elect Keith Browne | VOTES 487,251,120 FOR (a) | % 96.07 | VOTES 19,938,221 AGAINST | % 3.93 | VOTES 507,189,341 TOTAL | % of ISC VOTED 84.90% | VOTES 12,187,700 WITHHELD (b) |
| 5 | Re-elect Dave Coplin | VOTES 495,412,485 FOR (a) | % 95.40 | VOTES 23,902,434 AGAINST | % 4.60 | VOTES 519,314,919 TOTAL | % of ISC VOTED 86.93% | VOTES 62,122 WITHHELD (b) |
| 6 | Re-elect Eddie Irwin | VOTES 463,421,815 FOR (a) | % 91.37 | VOTES 43,760,583 AGAINST | % 8.63 | VOTES 507,182,398 TOTAL | % of ISC VOTED 84.90% | VOTES 12,194,643 WITHHELD (b) |
| 7 | Re-elect Bob Ivell | VOTES 435,896,753 FOR (a) | % 83.93 | VOTES 83,450,208 AGAINST | % 16.07 | VOTES 519,346,961 TOTAL | % of ISC VOTED 86.94% | VOTES 30,080 WITHHELD (b) |
| 8 | Re-elect Tim Jones | VOTES 517,107,604 FOR (a) | % 99.57 | VOTES 2,239,202 AGAINST | % 0.43 | VOTES 519,346,806 TOTAL | % of ISC VOTED 86.94% | VOTES 30,235 WITHHELD (b) |
| 9 | Re-elect Josh Levy | VOTES 418,367,396 FOR (a) | % 82.49 | VOTES 88,815,307 AGAINST | % 17.51 | VOTES 507,182,703 TOTAL | % of ISC VOTED 84.90% | VOTES 12,194,338 WITHHELD (b) |
| 10 | Re-elect Jane Moriarty | VOTES 495,102,809 FOR (a) | % 95.33 | VOTES 24,244,053 AGAINST | % 4.67 | VOTES 519,346,862 TOTAL | % of ISC VOTED 86.94% | VOTES 30,179 WITHHELD (b) |
| 11 | Re-elect Phil Urban | VOTES 518,102,793 FOR (a) | % 99.76 | VOTES 1,244,346 AGAINST | % 0.24 | VOTES 519,347,139 TOTAL | % of ISC VOTED 86.94% | VOTES 29,902 WITHHELD (b) |
| 12 | Reappointment of auditor | VOTES 519,224,250 FOR (a) | % 99.98 | VOTES 109,164 AGAINST | % 0.02 | VOTES 519,333,414 TOTAL | % of ISC VOTED 86.93% | VOTES 43,627 WITHHELD (b) |
| 13 | Auditor’s remuneration | VOTES 519,254,000 FOR (a) | % 99.99 | VOTES 77,631 AGAINST | % 0.01 | VOTES 519,331,631 TOTAL | % of ISC VOTED 86.93% | VOTES 45,410 WITHHELD (b) |
| 14 | Political donations | VOTES 517,531,970 FOR (a) | % 99.66 | VOTES 1,765,583 AGAINST | % 0.34 | VOTES 519,297,553 TOTAL | % of ISC VOTED 86.93% | VOTES 79,488 WITHHELD (b) |
| 15 | Approval of Sharesave Plan | VOTES 518,941,696 FOR (a) | % 99.92 | VOTES 391,017 AGAINST | % 0.08 | VOTES 519,332,713 TOTAL | % of ISC VOTED 86.93% | VOTES 44,136 WITHHELD (b) |
| 16 | Approval of Share Incentive Plan | VOTES 519,231,229 FOR (a) | % 99.98 | VOTES 104,259 AGAINST | % 0.02 | VOTES 519,335,488 TOTAL | % of ISC VOTED 86.94% | VOTES 41,657 WITHHELD (b) |
| 17 | Approval of 2023 Short Term Deferred Incentive Share Plan | VOTES 518,918,858 FOR (a) | % 99.93 | VOTES 385,101 AGAINST | % 0.07 | VOTES 519,303,959 TOTAL | % of ISC VOTED 86.93% | VOTES 73,082 WITHHELD (b) |
| 18 | Notice period for meetings (c) | VOTES 517,268,257 FOR (a) | % 99.60 | VOTES 2,067,585 AGAINST | % 0.40 | VOTES 519,335,842 TOTAL | % of ISC VOTED 86.94% | VOTES 41,199 WITHHELD (b) |
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) | VOTES FOR (a) 180,088,769 | % 99.77 | VOTES AGAINST 421,735 | % 0.23 | VOTES TOTAL 180,510,504 | % of ISC VOTED (excluding controlling shareholder) 69.82% | VOTES WITHHELD (b) 32,842 |
| 5 | Re-elect Dave Coplin (d) | VOTES FOR (a) 156,578,790 | % 86.76 | VOTES AGAINST 23,902,434 | % 13.24 | VOTES TOTAL 180,481,224 | % of ISC VOTED (excluding controlling shareholder) 69.81% | VOTES WITHHELD (b) 62,122 |
| 10 | Re-elect Jane Moriarty (d) | VOTES FOR (a) 156,269,114 | % 86.57 | VOTES AGAINST 24,244,053 | % 13.43 | VOTES TOTAL 180,513,167 | % of ISC VOTED (excluding controlling shareholder) 69.82% | VOTES WITHHELD (b) 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.
These results will shortly be available on the Company's website at www.mbplc.com and in accordance with Listing Rule 9.6.2, copies of the resolutions that were passed at the meeting and that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at data.fca.org.uk.
Denise Burton
Deputy Company Secretary