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24 March 2021

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, 24 March 2021, by telephone at 10.00a.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. Resolutions 20 and 21 were passed as special resolutions. All other resolutions were passed as ordinary resolutions and, in the case of resolutions 6, 11, 12, 14 and 16, 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
515,563,440
99.93%
356,740
0.07%
515,920,180
86.54%
487,814
2
Approval of Annual Report on Remuneration
513,229,539
99.44%
2,889,973
0.56%
516,119,512
86.57%
286,976
3
Approval of Remuneration Policy
425,892,672
82.48%
90,447,384
17.52%
516,340,056
86.61%
61,932
4
Approval of Restricted Share Plan 2021
455,803,154
88.50%
59,223,524
11.50%
515,026,678
86.39%
1,378,979
5
Re-elect Keith Browne
403,641,142
80.11%
100,247,426
19.89%
503,888,568
84.52%
12,516,467
6
Re-elect Dave Coplin
504,082,821
97.64%
12,186,506
2.36%
516,269,327
86.59%
136,668
7
Re-elect Eddie Irwin
362,408,378
71.92%
141,480,591
28.08%
503,888,969
84.52%
12,515,750
8
Re-elect Bob Ivell
388,493,695
75.24%
127,833,039
24.76%
516,326,734
86.60%
79,321
9
Re-elect Tim Jones
515,496,074
99.84%
836,816
0.16%
516,332,890
86.60%
74,192
10
Re-elect Josh Levy
386,265,946
76.66%
117,628,611
23.34%
503,894,557
84.52%
12,511,590
11
Re-elect Jane Moriarty
504,273,927
97.67%
12,027,494
2.33%
516,301,421
86.60%
104,349
12
Re-elect Susan Murray
504,281,272
97.67%
12,017,465
2.33%
516,298,737
86.60%
100,696
13
Re-elect Ron Robson
373,633,434
74.15%
130,256,462
25.85%
503,889,896
84.52%
12,515,874
14
Re-elect Colin Rutherford
504,213,182
97.67%
12,037,431
2.33%
516,250,613
86.59%
155,156
15
Re-elect Phil Urban
515,539,367
99.85%
784,565
0.15%
516,323,932
86.60%
83,801
16
Re-elect Imelda Walsh
504,196,423
97.66%
12,054,969
2.34%
516,251,392
86.59%
153,490
17
Reappointment of auditor
515,954,249
99.92%
411,653
0.08%
516,365,902
86.61%
40,019
18
Auditor's remuneration
516,188,685
99.97%
172,173
0.03%
516,360,858
86.61%
44,912
19
Political donations
514,613,018
99.69%
1,595,865
0.31%
516,208,883
86.58%
196,000
20
Amendments to Articles (c)
516,243,114
99.98%
90,541
0.02%
516,333,655
86.60%
71,898
21
Notice period for meetings (c)
514,603,471
99.66%
1,767,927
0.34%
516,371,398
86.61%
33,402

 

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)
6
Re-elect Dave Coplin (d)
165,249,126
93.13%
12,186,506
6.87%
177,435,632
68.94%
136,668
11
Re-elect Jane Moriarty (d)
165,440,232
93.22%
12,027,494
6.78%
177,467,726
68.96%
104,349
12
Re-elect Susan Murray (d)
165,447,577
93.23%
12,017,465
6.77%
177,465,042
68.95%
100,696
14
Re-elect Colin Rutherford (d)
165,379,487
93.22%
12,037,431
6.78%
177,416,918
68.94%
155,156
16
Re-elect Imelda Walsh (d)
165,362,728
93.21%
12,054,969
6.79%
177,417,697
68.94%
153,490

 

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 resolutions 7, 10 and 13 concerning individuals who represent the Company's controlling shareholder (as defined in the Listing Rules) (the "controlling shareholder") and resolution 8 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 2020 Annual Report.

The number of shares in issue at 6.30p.m. on 22 March 2021 was 596,198,205, of which 257,364,510 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