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25 January 2022

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
528,157,410
100.00
23,032
0.00
528,180,442
88.50%
219,131
2
Approval of Annual Report on Remuneration
414,751,850
78.51
113,547,459
21.49
528,299,309
88.52%
100,541
3
Re-elect Keith Browne
469,018,502
90.08
51,658,775
9.92
520,677,277
87.24%
7,723,073
4
Re-elect Dave Coplin
506,035,817
95.78
22,303,294
4.22
528,339,111
88.52%
60,648
5
Re-elect Eddie Irwin
402,840,812
77.37
117,834,541
22.63
520,675,353
87.24%
7,724,906
6
Re-elect Bob Ivell
381,914,900
72.28
146,438,162
27.72
528,353,062
88.53%
47,197
7
Re-elect Tim Jones
515,365,286
97.54
12,982,589
2.46
528,347,875
88.53%
51,884
8
Re-elect Josh Levy
392,388,251
75.36
128,288,198
24.64
520,676,449
87.24%
7,723,810
9
Re-elect Jane Moriarty
505,850,339
95.74
22,494,309
4.26
528,344,648
88.53%
54,936
10
Re-elect Phil Urban
515,279,476
97.53
13,067,807
2.47
528,347,283
88.53%
52,976
11
Appointment of auditor
528,021,598
99.94
337,394
0.06
528,358,992
88.53%
41,231
12
Auditor's remuneration
527,597,343
99.86
743,839
0.14
528,341,182
88.53%
59,077
13
Political donations
526,287,855
99.63
1,961,432
0.37
528,249,287
88.51%
150,972
14
Notice period for meetings (c)
526,155,954
99.59
2,181,684
0.41
528,337,638
88.52%
61,811

 

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 shareholder)
VOTES WITHHELD (b)
4
Re-elect Dave Coplin (d)
167,202,122
88.23
22,303,294
11.77
189,505,416
73.45%
60,648
9
Re-elect Jane Moriarty (d)
167,016,644
88.13
22,494,309
11.87
189,510,953
73.46%
54,936

 

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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and also on the Company's website at www.mbplc.com.

 

Denise Burton

Deputy Company Secretary