HSBC (LON:HSBA)

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HSBC RNS Release

Result of AGM


RNS Number : 0888W
HSBC Holdings PLC
12 April 2019
 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document.

 

 

 

 

 

 

12 April 2019

 

(Hong Kong Stock Code: 5)

 

HSBC Holdings plc

 

Poll results of 2019 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 8, 11, 13 and 15 were passed as ordinary resolutions and resolutions 9, 10, 12, 14 and 16 were passed as special resolutions.

 

In line with the Board's recommendation, resolution 17 was not passed.

 

The following table shows the votes cast on each resolution:

 

 

VOTES
FOR

% OF VOTES CAST

VOTES
AGAINST

% OF VOTES CAST

VOTES
TOTAL

% of ISC VOTED*

 

VOTES
WITHHELD

1. To receive the Annual Report and Accounts 2018

9,674,201,216

99.01

96,825,219

0.99

9,771,026,435

48.29%

60,936,044

2. To approve the Directors' Remuneration Report

9,474,837,851

96.81

312,644,682

3.19

9,787,482,533

48.37%

44,564,150

3. To approve the Directors' Remuneration Policy

9,525,856,097

97.36

258,383,075

2.64

9,784,239,172

48.35%

47,468,297

4. (a) To elect Ewen Stevenson

         as a Director

9,755,977,676

99.68

31,795,917

0.32

9,787,773,593

48.37%

44,140,004

4. (b) To elect José Antonio Meade as a Director

9,778,410,299

99.91

9,233,057

0.09

9,787,643,356

48.37%

44,375,808

4. (c) To re-elect Kathleen

         Casey as a Director

9,780,494,217

99.92

7,509,360

0.08

9,788,003,577

48.37%

44,025,601

4. (d) To re-elect Laura Cha as a Director

9,677,746,516

99.70

29,510,137

0.30

9,707,256,653

47.97%

124,359,058

4. (e) To re-elect Henri de

         Castries as a Director

9,774,439,657

99.86

13,517,926

0.14

9,787,957,583

48.37%

44,071,950

4. (f) To re-elect John Flint as a Director

9,777,490,853

99.89

10,688,230

0.11

9,788,179,083

48.37%

43,876,986

4. (g) To re-elect Irene Lee as a Director

9,391,827,076

96.75

315,426,400

3.25

9,707,253,476

47.97%

124,325,766

4. (h) To re-elect Heidi Miller as a Director

9,779,982,893

99.92

8,060,687

0.08

9,788,043,580

48.37%

43,986,647

4. (i) To re-elect Marc Moses as a Director

9,770,900,194

99.83

17,076,778

0.17

9,787,976,972

48.37%

44,050,680

4. (j) To re-elect David Nish as a Director

9,768,905,125

99.81

19,027,257

0.19

9,787,932,382

48.37%

44,098,215

4.(k) To re-elect Jonathan

        Symonds as a Director

9,764,731,591

99.87

12,507,411

0.13

9,777,239,002

48.32%

54,791,595

4. (l) To re-elect Jackson Tai as a Director

9,707,983,604

99.18

79,974,985

0.82

9,787,958,589

48.37%

44,084,082

4. (m) To re-elect Mark Tucker as a Director

9,702,837,721

99.13

85,006,701

0.87

9,787,844,422

48.37%

44,224,053

4. (n) To re-elect Pauline van der Meer Mohr as a

   Director

9,646,222,373

99.37

60,914,585

0.63

9,707,136,958

47.97%

124,423,553

5.  To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company

9,716,925,652

99.37

61,308,695

0.63

9,778,234,347

48.32%

53,896,901

6.  To authorise the Group Audit Committee to determine the remuneration of the Auditor

9,715,078,488

99.36

62,772,096

0.64

9,777,850,584

48.32%

54,294,647

7.  To authorise the Company to make political donations

9,626,197,572

98.36

160,231,018

1.64

9,786,428,590

48.36%

45,677,741

8.  To authorise the Directors to allot shares

9,344,140,035

95.47

443,333,642

4.53

9,787,473,677

48.37%

44,560,899

9.  To disapply pre-emption rights

9,714,008,674

99.30

68,237,194

0.70

9,782,245,868

48.34%

49,730,809

10. To further disapply pre-emption rights for acquisitions

9,499,938,029

97.11

282,358,820

2.89

9,782,296,849

48.34%

49,704,046

11. To authorise the Directors to allot any repurchased shares

9,577,041,099

97.90

205,697,256

2.10

9,782,738,355

48.34%

49,370,601

12. To authorise the Company to purchase its own shares

9,682,853,068

98.94

104,015,688

1.06

9,786,868,756

48.36%

45,283,343

13. To authorise the Directors to allot equity securities in relation to Contingent Convertible Securities

9,659,457,457

98.73

123,937,719

1.27

9,783,395,176

48.35%

48,708,130

14. To disapply pre-emption rights in relation to the issue of Contingent Convertible Securities

9,586,285,969

98.00

195,847,944

2.00

9,782,133,913

48.34%

49,895,848

15. To authorise the Directors to offer a scrip dividend alternative

9,736,625,329

99.90

9,756,320

0.10

9,746,381,649

48.16%

82,496,139

16.To call general meetings (other than an AGM) on 14 clear days' notice

8,973,026,189

91.69

813,759,807

8.31

9,786,785,996

48.36%

45,334,926

 

17.Shareholder requisitioned resolution regarding the Midland Bank defined benefit pension scheme

342,338,842

3.54

9,337,601,518

96.46

9,679,940,360

47.84%

125,728,355

*  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 11 April 2019.

2.       Board & Committee Changes

Lord Evans of Weardale retired from the Board at the conclusion of the AGM. For the purposes of section 430(2B) of the Companies Act 2006, he will receive his pro-rata entitlement to non-executive director fees for the month of April 2019 and is not entitled to any payments for loss of office.

 

As a consequence of Lord Evans' retirement from the Board, Jackson Tai has been appointed as the Chair, and Kathleen Casey has been appointed as a member, of the Financial System Vulnerabilities Committee with effect from the conclusion of the AGM. 

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 http://www.morningstar.co.uk/uk/NSM.

 

-         As at 12.01am (London time) on Thursday 11 April 2019, 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 20,235,585,854, 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*, John Flint, Kathleen Casey, Laura Cha, Henri de Castries, Irene Lee, José Meade, Heidi Miller, Marc Moses, David Nish, Ewen Stevenson, Jonathan Symonds, Jackson Tai and Pauline van der Meer Mohr.

 

* Non-executive Group Chairman

Independent non-executive Director

 

For and on behalf of

HSBC Holdings plc

 

Ben J S Mathews

Group Company Secretary

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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