20 January 2021
WH SMITH PLC
Result of Annual General Meeting
All resolutions approved
WH Smith PLC held its Annual General Meeting for shareholders at 11.30am today, 20 January 2021. The following table shows the results of the poll on all 18 resolutions:
| Resolution | Votes For | % | Votes Against | % | Votes Total | % of ISC Voted | Votes Withheld | |
| 1 | To receive the reports and accounts | 105,543,388 | 99.55 | 480,903 | 0.45 | 106,024,291 | 81.02 | 1,869,619 |
| 2 | To approve the remuneration report | 66,038,774 | 67.43 | 31,894,173 | 32.57 | 97,932,947 | 74.83 | 9,959,963 |
| 3 | To approve the rules of the WH Smith US ESPP | 107,453,778 | 99.73 | 292,419 | 0.27 | 107,746,197 | 82.33 | 147,713 |
| 4 | To re-elect Carl Cowling
| 101,835,367 | 94.55 | 5,872,956 | 5.45 | 107,708,323 | 82.30 | 185,587 |
| 5 | To elect Nicky Dulieu
| 106,765,066 | 99.12 | 944,237 | 0.88 | 107,709,303 | 82.30 | 184,607 |
| 6 | To re-elect Annemarie Durbin | 98,030,165 | 91.01 | 9,678,352 | 8.99 | 107,708,517 | 82.30 | 185,393 |
| 7 | To re-elect Simon Emeny | 100,479,660 | 93.29 | 7,227,428 | 6.71 | 107,707,088 | 82.30 | 186,812 |
| 8 | To re-elect Robert Moorhead | 105,706,923 | 98.38 | 1,738,675 | 1.62 | 107,445,598 | 82.10 | 448,312 |
| 9 | To re-elect Henry Staunton | 97,540,083 | 91.55 | 9,001,549 | 8.45 | 106,541,632 | 81.41 | 1,352,278 |
| 10 | To re-elect Maurice Thompson | 100,479,355 | 93.29 | 7,226,964 | 6.71 | 107,706,319 | 82.30 | 186,109 |
| 11 | To re-appoint PricewaterhouseCoopers LLP as auditors | 104,923,357 | 97.78 | 2,383,681 | 2.22 | 107,307,038 | 82.00 | 586,872 |
| 12 | To authorise the Audit Committee of the Board to determine the auditors' remuneration | 104,379,652 | 97.32 | 2,873,773 | 2.68 | 107,253,425 | 81.95 | 640,485 |
| 13 | Authority to make political donations | 106,951,475 | 99.32 | 734,207 | 0.68 | 107,685,682 | 82.28 | 208,228 |
| 14 | Authority to allot shares
| 99,108,724 | 91.98 | 8,638,287 | 8.02 | 107,747,011 | 82.33 | 146,590 |
| 15 | Authority to disapply pre-emption rights | 106,109,751 | 99.52 | 509,017 | 0.48 | 106,618,768 | 81.47 | 1,273,455 |
| 16 | Authority to disapply pre-emption rights up to a further 5 per cent for acquisitions or specified capital investments | 105,628,598 | 99.07 | 989,469 | 0.93 | 106,618,067 | 81.47 | 1,275,843 |
| 17 | Authority to make market purchases of ordinary shares | 106,191,351 | 99.07 | 992,201 | 0.93 | 107,183,552 | 81.90 | 710,358 |
| 18 | Authority to call general meetings on 14 clear days' notice | 105,705,200 | 98.14 | 2,002,974 | 1.86 | 107,708,174 | 82.30 | 185,736 |
Notes
1. Votes "for" and "against" are expressed as a percentage of votes received.
2. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
3. At the date of the AGM the issued share capital of the Company is 130,869,582 ordinary shares.
Resolution 2 - Directors' remuneration report
We note that while Resolution 2 to approve the Directors' Remuneration Report was passed, we acknowledge that a significant minority of shareholders, 33%, chose not to support this resolution. The Board understands that shareholders' primary concern was the salary increase of £25,000 which Mr Cowling received on 1 July 2020 which was previously disclosed to shareholders in the 2019 Remuneration Report.
Our 2019 Remuneration Report explained that, in accordance with best practice, Mr Cowling's salary on his appointment as Group Chief Executive was set at a lower level than his predecessor. The Remuneration Committee agreed that Mr Cowling's salary would increase by £25,000 per annum, subject to performance, in each of the next three years following his appointment. The Remuneration Committee believed that Mr Cowling's performance since his appointment merited the first increase in his salary with effect from 1 July 2020. Mr Cowling chose to donate this pay increase to a charity, the Trussell Trust, until October 2020. We confirm that our executive remuneration arrangements are fully in line with our Directors' Remuneration Policy which was approved by over 96% of shareholders at our 2019 Annual General Meeting.
Prior to today's Annual General Meeting, we engaged with a number of shareholders on our executive remuneration arrangements and, as a result, we confirm that the previously announced increase in Carl Cowling's salary in April 2021 will be postponed until such time as the Remuneration Committee believes that it would be appropriate to implement, but it is unlikely to do so in the financial year ending 31 August 2021. We confirm that we will continue to actively engage with shareholders on executive remuneration to ensure their views are fully understood during 2021.
Board changes
As previously announced, Suzanne Baxter did not stand for re-election at the AGM. Following Suzanne Baxter stepping down as a non-executive director, Nicky Dulieu has been appointed as Chair of the Audit Committee.
In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed as special business at the AGM have been submitted to the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
I Houghton
Company Secretary
-Ends-
Enquiries:
WH Smith PLC
Mark Boyle Investor Relations 07879 897687
Nicola Hillman Media Relations 01793 563354
Brunswick
Tim Danaher 020 7404 5959
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