Report of Foreign Issuer (6-k)
April 09 2020 - 10:58AM
Edgar (US Regulatory)
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
April 09, 2020
Commission
File Number 001-14978
SMITH & NEPHEW
plc
(Registrant's
name)
Building 5, Croxley Park,
Hatters Lane, Watford, Hertfordshire, WD18 8YE,
England
(Address
of registrant's principal executive offices)
[Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.]
Form
20-F
X
Form 40-F
---
---
[Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(1).]
Yes
No X
---
---
[Indicate
by check mark if the registrant is submitting the Form 6-K
in
paper
as permitted by Regulation S-T Rule 101(b)(7).]
Yes
No X
---
---
[Indicate
by check mark whether by furnishing the information
contained
in this
Form, the registrant is also thereby furnishing 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- n/a.
9 April 2020
Smith & Nephew plc (the "Company")
In accordance with the arrangements announced on 6 April 2020, the
Company held its Annual General Meeting ("AGM") at 2:00pm today,
Thursday 9 April 2020.
The meeting took place, reduced to the minimum necessary quorum of
two shareholders, facilitated by the Company. All valid proxy votes
(whether submitted electronically or in hard copy form) were
included in the poll taken at the meeting. The final results of
which, for each resolution put to the meeting, were as
follows:
Resolution
|
For/Discretion
(Number of
votes)
|
Percentage For/Discretion
(%)
|
Against
(Number of
votes)
|
Percentage
Against
(%)
|
Total votes validly cast
|
Percentage of relevant shares
in issue
(%)
|
Withheld
(Number of votes)
|
Ordinary resolutions
|
|
|
|
|
|
|
|
1.
To receive the audited accounts
|
685,141,328
|
99.98
|
128,444
|
0.02
|
685,269,772
|
78.3
|
7,674,991
|
2.
To approve the Directors' Remuneration Policy
|
676,749,445
|
97.71
|
15,843,720
|
2.29
|
692,593,165
|
79.18
|
352,762
|
3.
To approve the Directors' Remuneration Report (excluding
Policy)
|
681,744,061
|
98.43
|
10,850,266
|
1.57
|
692,594,327
|
79.18
|
351,642
|
4.
To declare a final dividend
|
691,924,436
|
99.88
|
798,153
|
0.12
|
692,722,589
|
79.19
|
222,617
|
5. To re-elect Graham Baker
|
Resolution not put to the meeting.
|
6. To re-elect Vinita Bali
|
591,473,788
|
94.09
|
37,131,758
|
5.91
|
628,605,546
|
71.86
|
64,323,577
|
7.
To re-elect The Rt. Hon Baroness Virginia Bottomley of Nettlestone
DL
|
690,708,099
|
99.72
|
1,917,540
|
0.28
|
692,625,639
|
79.18
|
301,887
|
8.
To re-elect Roland Diggelmann
|
688,112,446
|
99.87
|
898,148
|
0.13
|
689,010,594
|
78.77
|
3,802,261
|
9.
To re-elect Erik Engstrom
|
689,606,693
|
99.57
|
2,961,912
|
0.43
|
692,568,605
|
79.18
|
280,058
|
10. To re-elect Robin Freestone
|
678,289,890
|
97.94
|
14,292,677
|
2.06
|
692,582,567
|
79.18
|
266,075
|
11. To re-elect Marc Owen
|
688,512,909
|
99.92
|
584,553
|
0.08
|
689,097,462
|
78.78
|
3,751,180
|
12. To re-elect Angie Risley
|
691,320,408
|
99.82
|
1,256,664
|
0.18
|
692,577,072
|
79.18
|
271,192
|
13. To re-elect Roberto Quarta
|
683,809,628
|
98.74
|
8,747,846
|
1.26
|
692,557,474
|
79.18
|
290,937
|
14. To re-appoint the Auditor
|
689,101,456
|
99.99
|
101,758
|
0.01
|
689,203,214
|
78.79
|
3,741,192
|
15.
To authorise the Directors to determine the remuneration of the
Auditor
|
692,625,608
|
99.99
|
81,717
|
0.01
|
692,707,325
|
79.19
|
235,374
|
16.
To approve the Smith & Nephew Global Share Plan
2020
|
685,778,151
|
99.01
|
6,872,916
|
0.99
|
692,651,067
|
79.19
|
256,333
|
17.
To renew the Directors' authority to allot shares
|
660,816,988
|
95.39
|
31,905,973
|
4.61
|
692,722,961
|
79.20
|
208,851
|
Special resolutions
|
|
|
|
|
|
|
|
18.
To renew the Directors' authority for the disapplication of the
pre-emption rights
|
682,047,234
|
98.46
|
10,643,771
|
1.54
|
692,691,005
|
79.19
|
254,025
|
19.
To renew the Directors' authority for the disapplication of the
pre-emption rights for the purposes of acquisitions or other
capital investments
|
677,240,484
|
97.77
|
15,466,978
|
2.23
|
692,707,462
|
79.19
|
236,741
|
20.
To renew the Directors' limited authority to make market purchases
of the Company's own shares
|
683,625,602
|
98.70
|
8,978,801
|
1.30
|
692,604,403
|
79.18
|
327,113
|
21.
To authorise general meetings to be held on 14 clear days'
notice
|
646,811,375
|
93.80
|
42,770,533
|
6.20
|
689,581,908
|
78.84
|
3,366,278
|
The number of ordinary shares in issue on 7 April 2020 at 6pm
(excluding shares held in Treasury) was 874,705,003. Shareholders
are entitled to one vote per share. A vote withheld is not a
vote in law and is not counted in the calculation of the proportion
of votes validly cast.
A copy of the Resolutions passed as Special Business at the Annual
General Meeting is being submitted to the UK Listing Authority and
will shortly be available for inspection at the National Storage
Mechanism document viewing facility at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
In accordance with LR 9.6.11 R and in deviation to the effective
date stated in the announcement made on 5 March 2020, resolution 5
was not put to the Meeting and Graham Baker did not stand for
re-election as a Director. Graham therefore stood down from the
Board with effect from the conclusion of the AGM but will remain an
employee of the Company until 30 April 2020.
In accordance with section 430(2B) of the Companies Act 2006, the
Company re-confirms that Graham Baker will be paid in accordance
with the Company's Remuneration Policy and the terms of his service
agreement. He will continue to receive his salary, benefits and
pension contributions in the normal way up to 30 April 2020 and all
unvested awards under the Performance Share Programme and the
Equity Incentive Programme will lapse on his leaving the Company.
No other remuneration payment or payment for loss of office will be
made in connection with his departure.
As announced on 5 March 2020, Smith & Nephew plc confirms that
at the conclusion of today's AGM, Rick Medlock joined the Board and
Audit Committee.
Susan Swabey
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477317
SIGNATURES
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.
Smith
& Nephew Plc
(Registrant)
Date: April
09, 2020
By: /s/
Susan Swabey
-----------------
Susan
Swabey
Company
Secretary
Smith and Nephew (PK) (USOTC:SNNUF)
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