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
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.
●
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.
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 |
- 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.
* Non-executive Group Chairman
† Independent non-executive DirectorGroup 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 |