Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 28 2021 - 12:15PM
Edgar (US Regulatory)
FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of May
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form
20-F X Form 40-F
(Indicate
by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information
to the Commission pursuant to Rule 12g3-2(b) under the Securities
Exchange Act of 1934).
Yes
No X
(If
"Yes" is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-
).
28
May 2021
HSBC Holdings plc
Poll results of 2021 Annual General Meeting
and
Changes to Board and Committee Composition
1.
Poll Results
Following
its Annual General Meeting ("AGM") held today, HSBC Holdings plc
(the "Company") announces the results of the poll vote for each of
the resolutions set out in the Notice of AGM.
Resolutions
1 to 7, 10 and 12 were passed as ordinary resolutions and
resolutions 8, 9, 11 and 13 to 15 were passed as special
resolutions.
In
line with the Board's recommendation, resolution 16 was not
passed.
The
following table shows the votes cast on each resolution:
|
VOTESFOR
|
% OF VOTES CAST
|
VOTESAGAINST
|
% OF VOTES CAST
|
VOTESTOTAL
|
% OF ISC VOTED*
|
VOTESWITHHELD
|
1.To
receive the Annual Report and Accounts 2020
|
8,975,639,562
|
98.47
|
139,733,519
|
1.53
|
9,115,373,081
|
44.63%
|
42,542,124
|
2.To
approve the Directors' Remuneration Report
|
8,898,898,415
|
97.30
|
246,557,676
|
2.70
|
9,145,456,091
|
44.77%
|
12,404,292
|
3.(a)
To elect James Forese
as a Director
|
9,001,158,881
|
98.39
|
146,846,467
|
1.61
|
9,148,005,348
|
44.79%
|
8,063,224
|
3.(b)
To elect Steven Guggenheimer as a Director
|
9,001,270,911
|
98.39
|
146,863,813
|
1.61
|
9,148,134,724
|
44.79%
|
7,936,528
|
3.(c)
To elect Eileen Murray as a Director
|
9,074,179,751
|
99.19
|
74,549,741
|
0.81
|
9,148,729,492
|
44.79%
|
7,340,086
|
3.(d)
To re-elect Irene Lee as
a Director
|
8,806,744,612
|
96.25
|
342,711,481
|
3.75
|
9,149,456,093
|
44.79%
|
6,615,719
|
3.(e) To
re-elect Dr José Antonio Meade Kuribreña as a
Director
|
8,997,888,508
|
98.35
|
150,828,671
|
1.65
|
9,148,717,179
|
44.79%
|
7,352,383
|
3.(f)
To re-elect David Nish as a Director
|
8,887,215,064
|
97.14
|
261,827,764
|
2.86
|
9,149,042,828
|
44.79%
|
7,026,734
|
3.(g) To
re-elect Noel Quinn as a Director
|
9,115,892,860
|
99.63
|
33,640,396
|
0.37
|
9,149,533,256
|
44.79%
|
6,535,389
|
3.(h) To
re-elect Ewen Stevenson as a Director
|
9,107,594,754
|
99.55
|
41,255,334
|
0.45
|
9,148,850,088
|
44.79%
|
7,218,759
|
3.(i)
To re-elect Jackson Tai
as a Director
|
8,971,052,787
|
98.06
|
177,893,333
|
1.94
|
9,148,946,120
|
44.79%
|
7,117,053
|
3.(j)
To re-elect Mark E Tucker as a Director
|
8,755,791,196
|
95.70
|
393,741,046
|
4.30
|
9,149,532,242
|
44.79%
|
6,537,004
|
3.(k) To
re-elect Pauline van der Meer Mohr as a Director
|
8,985,364,554
|
98.31
|
154,426,855
|
1.69
|
9,139,791,409
|
44.75%
|
16,280,316
|
4.
To re-appoint PricewaterhouseCoopers LLP as Auditor of the
Company
|
9,039,485,981
|
98.78
|
111,997,771
|
1.22
|
9,151,483,752
|
44.80%
|
6,362,355
|
5.
To authorise the Group Audit Committee to determine the
remuneration of the Auditor
|
9,118,334,348
|
99.68
|
29,087,713
|
0.32
|
9,147,422,061
|
44.78%
|
10,392,073
|
6.
To authorise the Company to make political donations
|
8,827,558,809
|
97.32
|
242,722,442
|
2.68
|
9,070,281,251
|
44.41%
|
87,469,065
|
7.
To authorise the Directors to allot shares
|
8,736,425,791
|
95.47
|
414,575,997
|
4.53
|
9,151,001,788
|
44.80%
|
6,857,093
|
8.
To disapply pre-emption rights (special resolution)
|
9,005,142,084
|
98.44
|
142,482,468
|
1.56
|
9,147,624,552
|
44.78%
|
10,217,030
|
9.
To further disapply pre-emption rights for acquisitions (special
resolution)
|
8,760,225,065
|
95.76
|
387,859,876
|
4.24
|
9,148,084,941
|
44.79%
|
9,768,042
|
10.
To authorise the Directors to allot any repurchased
shares
|
8,968,181,589
|
98.03
|
180,399,679
|
1.97
|
9,148,581,268
|
44.79%
|
9,281,435
|
11.
To authorise the Company to purchase its own ordinary shares
(special resolution)
|
9,008,975,373
|
98.90
|
99,910,779
|
1.10
|
9,108,886,152
|
44.59%
|
48,970,855
|
12.
To authorise the Directors to allot equity securities in relation
to Contingent Convertible Securities
|
8,916,564,970
|
97.45
|
232,944,859
|
2.55
|
9,149,509,829
|
44.79%
|
8,347,135
|
13.
To disapply pre-emption rights in relation to the issue of
Contingent Convertible Securities (special resolution)
|
8,850,179,018
|
96.75
|
297,690,677
|
3.25
|
9,147,869,695
|
44.79%
|
9,986,035
|
14.
To call general meetings (other than an AGM) on 14 clear days'
notice (special resolution)
|
8,486,756,732
|
92.74
|
664,797,296
|
7.26
|
9,151,554,028
|
44.80%
|
6,308,163
|
15.
Climate change resolution (special resolution)
|
9,090,908,610
|
99.71
|
26,823,124
|
0.29
|
9,117,731,734
|
44.64%
|
40,097,856
|
16.
Shareholder requisitioned resolution regarding the Midland Bank
defined benefit pension scheme (special resolution)
|
409,529,723
|
4.53
|
8,623,769,555
|
95.47
|
9,033,299,278
|
44.22%
|
124,553,703
|
*
based on total issued share capital (the "ISC") (excluding
325,273,407 ordinary shares held in treasury) as at 12.01am (London
time) on Thursday 27 May 2021.
2.
Board & Committee Changes
Laura
Cha, Henri de Castries and Heidi Miller retired from the Board at
the conclusion of the AGM. For the purposes of section 430(2B) of
the Companies Act 2006, they will each receive their pro-rata
entitlement to non-executive director fees for the month of May
2021 and are not entitled to any payments for loss of
office.
The
following changes to the Committee structure took effect from the
conclusion of the AGM:
●
Laura
Cha, Henri de Castries and Heidi Miller stepped down from the
Committees of which they were members following their retirement
from the Board;
●
Eileen
Murray stepped down as a member of the Group Audit
Committee;
●
Pauline
van der Meer Mohr stepped down as a member of the Group Risk
Committee;
●
Irene
Lee stepped down as a member of the Group Remuneration Committee;
and
●
Dr
José Antonio Meade Kuribreña was appointed as an
additional member of the Group Remuneration Committee.
Accordingly,
at the conclusion of the 2021 AGM, the composition of the principal
Board committees will be as follows:
Group
Audit Committee
|
Group Risk Committee1
|
Group Remuneration Committee1,2
|
Nomination & Corporate Governance Committee1
|
David
Nish (Chair)
James
Forese
Jackson
Tai
Pauline
van der Meer Mohr
|
Jackson
Tai (Chair)
Steven
Guggenheimer
Dr
José Antonio Meade Kuribreña
Eileen
Murray
David
Nish
|
Pauline
van der Meer Mohr (Chair)
James
Forese
Dr
José Antonio Meade Kuribreña
|
Mark
Tucker (Chair)
James
Forese
Steven
Guggenheimer
Irene
Lee
Dr
José Antonio Meade Kuribreña
Eileen
Murray
David
Nish
Jackson
Tai
Pauline
van der Meer Mohr
|
1
The Company announced earlier in the year that Dame Carolyn
Fairbairn and Rachel Duan will be joining the Board on
1 September 2021. They will both become members of the Group
Remuneration Committee and Nomination & Corporate Governance
Committee. Dame Carolyn Fairbairn will also become a member of the
Group Risk Committee.
2
David Nish stepped down from the Group Remuneration Committee on 23
February 2021.
3.
Other
- Computershare
Investor Services PLC, the Company's Share Registrar, acted as
scrutineer of the poll on all resolutions.
- Copies
of the resolutions passed at the AGM (other than resolutions
concerning ordinary business) have been submitted to the UK Listing
Authority, and will shortly be available for inspection at the UK
Listing Authority's National Storage Mechanism which is located
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
- As
at 12.01am (London time) on Thursday 27 May 2021, the total number
of issued ordinary shares of US$0.50 each entitling the holders to
attend and vote on all the resolutions at the AGM was
20,426,038,216, which excludes 325,273,407 ordinary shares held in treasury.
A 'vote withheld' is not a vote in law and is therefore not counted
in the calculation of the proportion of the votes 'for' and
'against' a resolution.
- In
accordance with Rule 13.40 of the Hong Kong Listing Rules there
were no shares entitling the holder to attend and abstain from
voting in favour of any of the resolutions. No shareholder was
required under the Hong Kong Listing Rules to abstain from
voting.
As at the time of
this announcement, the following are Directors of the
Company: Mark Tucker*,
Noel Quinn, James
Anthony Forese†, Steven
Guggenheimer†, Irene
Lee†,
José Antonio Meade Kuribreña†,
Eileen K Murray†,
David Nish†,
Ewen Stevenson, Jackson Tai† and
Pauline van der Meer Mohr†.
* Non-executive Group Chairman
† Independent
non-executive Director
For
and on behalf of
HSBC
Holdings plc
Aileen
Taylor
Group Company Secretary and Chief Governance
Officer
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
HSBC
Holdings plc
|
|
|
|
By:
|
|
Name:
Aileen Taylor
|
|
Title:
Group Company Secretary and Chief Governance Officer
|
|
|
|
Date:
28 May
2021
|
HSBC (NYSE:HSBC)
Historical Stock Chart
From Aug 2024 to Sep 2024
HSBC (NYSE:HSBC)
Historical Stock Chart
From Sep 2023 to Sep 2024