St. James's Place PLC Result of AGM (9280Z)

TIDMSTJ

RNS Number : 9280Z

St. James's Place PLC

18 May 2023

St. James's Place plc ("SJP plc")

Result of Annual General Meeting ("AGM")

SJP plc's AGM was held on Thursday, 18 May 2023 at 11.00am at The Royal Aeronautical Society, 4 Hamilton Place, London, W1J 7BQ.

The results of the polls on all resolutions put to the meeting are set out below.

 
      Resolution                 Votes          %       Votes         %       Total            % of        Votes 
                                  For                    Against               votes validly    relevant    Withheld 
                                                                               cast             shares 
                                                                                                in issue 
                                                                             ---------------  ---------- 
      To receive the 
       Company's annual 
       accounts and 
       reports 
       of the Directors 
 1     and auditors               432,232,652   99.85    668,467      0.15     432,901,119     78.92       210,232 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To declare a 
 2     final dividend             426,391,894   98.45    6,718,098    1.55     433,109,992     78.96       1,359 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To receive and 
       approve the 2023 
       Directors' Remuneration 
 3     Policy                    421,579,842    97.35   11,475,885    2.65     433,055,727     78.95       54,287 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To receive and 
       approve the Directors' 
       Remuneration 
 4     Report                     334,253,454   77.85   95,081,071    22.15    429,334,525     78.27       3,775,589 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To re-elect Andrew 
 5     Croft as a Director        432,952,218   99.96    153,425      0.04     433,105,643     78.96       5,308 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To re-elect Craig 
 6     Gentle as a Director      431,573,872    99.65    1,507,936    0.35     433,081,808     78.96       27,936 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To re-elect Emma 
       Griffin as a 
 7     Director                   427,768,693   98.92    4,657,400    1.08     432,426,093     78.84       684,988 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To re-elect Rosemary 
 8     Hilary as a Director       425,956,479   98.50    6,469,613    1.50     432,426,092     78.84       684,989 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To re-elect Lesley-Ann 
 9     Nash as a Director         428,449,398   98.95    4,531,695    1.05     432,981,093     78.94       129,988 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To re-elect Paul 
       Manduca as a 
 10    Director                   386,717,824   90.94    38,539,018   9.06     425,256,842     77.53       7,854,239 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To re-elect John 
       Hitchins as a 
 11    Director                   432,633,905   99.92    344,855      0.08    432,978,760      78.94       130,984 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To elect Dominic 
 12    Burke as a Director       432,952,590    99.99    26,693       0.01     432,979,283     78.94       131,798 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To re-appoint 
       PwC as the Auditors 
 13    of the Company             413,377,378   95.57    19,171,249   4.43     432,548,627     78.86       562,824 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To authorise 
       the Group Audit 
       Committee to 
       determine the 
 14    Auditors' remuneration    419,633,458    96.89   13,462,917    3.11    433,096,375      78.96       13,739 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To authorise 
       the Directors 
 15    to allot shares           427,154,532    98.63   5,925,761     1.37    433,080,293      78.96       29,158 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To authorise 
       the Directors 
       to disapply pre-emption 
 16    rights                    431,221,459    99.58   1,830,831     0.42    433,052,290      78.95       57,824 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To authorise 
       the Company to 
       purchase its 
 17    own shares                428,935,580    99.05   4,130,042     0.95    433,065,622      78.95       45,829 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
      To authorise 
       the calling of 
       general meetings 
       on 14 clear days' 
 18    notice                    410,973,418    94.89   22,132,804    5.11    433,106,222      78.96       5,229 
     -------------------------  -------------  ------  ------------  ------  ---------------  ----------  ---------- 
 

The number of Ordinary Shares in issue as at 6.00pm on 16 May 2023 was 548,504,069. 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.

Resolutions 1 to 15 were passed as Ordinary Resolutions and Resolutions 16 to 18 were passed as Special Resolutions.

The full text of the resolutions can be found in the Notice of Meeting, which is available on the Company's website at www.sjp.co.uk/shareholders/shareholder-meetings .

Resolution 4: Directors' Remuneration Report

While the Board is pleased that all resolutions were carried with large majorities, it notes that resolution 4 to approve the Directors' Remuneration Report, received c.22% of votes against.

The Board is committed to continuing our engagement with shareholders to understand the views of those who voted against resolution 4 and will consult with them over the next few months to listen carefully to feedback and determine any next steps.

In accordance with the UK Corporate Governance Code, a further statement will be published detailing the outcome of the shareholder engagement, including any actions taken as a result, within six months and a final summary will be included in the Company's 2023 Annual Report.

Board changes

Following the Annual General Meeting, Simon Jeffreys and Roger Yates stepped down as Directors of the Company. The Board confirms that Dominic Burke was appointed as Senior Independent Director of St. James's Place plc on 18 May 2023. The Board has also approved the following changes to the composition of its Committees:

-- Subject to regulatory approval, Emma Griffin will be appointed as Chair of the Group Remuneration Committee and John Hitchins as Chair of the Group Audit Committee;

   --      Dominic Burke will join the Group Remuneration Committee with effect from 18 May 2023; and 

-- Dominic Burke, Emma Griffin and John Hitchins will join the Group Nomination and Governance Committee with effect from 18 May 2023.

The Board would like to place on record its appreciation and gratitude for the contributions of Simon Jeffreys and Roger Yates during their time on the Board. The Board and the wider SJP Community wish them well in their future endeavors.

In accordance with paragraph 9.6.2R of the Listing Rules, SJP plc will submit copies of the Resolutions passed at the meeting (other than Resolutions concerning ordinary business) to the FCA National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

Jonathan Dale

Company Secretary

Tel: [phone]

18 May 2023

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May 18, 2023 08:20 ET (12:20 GMT)