Report of Foreign Issuer (6-k)
April 28 2017 - 12:35PM
Edgar (US Regulatory)
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 April
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
HSBC Holdings plc
Poll results of 2017 Annual General Meeting
28 April 2017
1. Poll
Results
HSBC
Holdings plc (the Company) announces that at its Annual General
Meeting (AGM) held today, all resolutions as set out in the Notice
of AGM were passed on a poll.
Resolutions
1 to 7, 10 and 12 were passed as ordinary resolutions and
resolutions 8, 9, 11, 13 and 14 were passed as special
resolutions.
The
following table shows the votes cast on each
resolution:
Resolution
|
Total VotesFor
(%)*
|
Total VotesAgainst
(%)*
|
Votes Total
(% of Issued Share Capital)*
|
Votes withheld
|
1. To receive the Annual Report & Accounts 2016
|
9,112,253,294
|
112,803,853
|
9,225,057,147
|
26,963,689
|
(98.78)
|
(1.22)
|
(46.01)
|
2. To approve the Directors' Remuneration Report
|
8,885,701,458
|
324,969,999
|
9,210,671,457
|
30,526,965
|
(96.47)
|
(3.53)
|
(45.94)
|
3. (a) To elect David Nish as a Director
|
9,130,724,581
|
37,947,647
|
9,168,672,228
|
72,351,624
|
(99.59)
|
(0.41)
|
(45.73)
|
(b) To elect Jackson Tai as a Director
|
9,077,515,717
|
91,203,096
|
9,168,718,813
|
72,413,505
|
(99.01)
|
(0.99)
|
(45.73)
|
(c) To re-elect Phillip Ameen as a Director
|
9,120,475,715
|
19,816,107
|
9,140,291,822
|
100,815,917
|
(99.78)
|
(0.22)
|
(45.59)
|
(d) To re-elect Kathleen Casey as a Director
|
9,205,277,654
|
7,865,480
|
9,213,143,134
|
27,883,965
|
(99.91)
|
(0.09)
|
(45.95)
|
(e) To re-elect Laura Cha as a Director
|
9,163,088,224
|
50,347,933
|
9,213,436,157
|
27,789,207
|
(99.45)
|
(0.55)
|
(45.95)
|
(f) To re-elect Henri de Castries as a Director
|
9,204,574,892
|
8,587,069
|
9,213,161,961
|
27,942,094
|
(99.91)
|
(0.09)
|
(45.95)
|
(g) To re-elect Lord Evans of Weardale as a Director
|
9,204,573,746
|
8,686,957
|
9,213,260,703
|
27,878,838
|
(99.91)
|
(0.09)
|
(45.95)
|
(h) To re-elect Joachim Faber as a Director
|
9,190,022,726
|
23,135,915
|
9,213,158,641
|
27,972,753
|
(99.75)
|
(0.25)
|
(45.95)
|
(i) To re-elect Douglas Flint as a Director
|
9,003,086,762
|
130,673,807
|
9,133,760,569
|
107,377,048
|
(98.57)
|
(1.43)
|
(45.56)
|
(j) To re-elect Stuart Gulliver as a Director
|
9,203,875,650
|
9,838,740
|
9,213,714,390
|
27,422,337
|
(99.89)
|
(0.11)
|
(45.96)
|
(k) To re-elect Irene Lee as a Director
|
6,533,590,551
|
2,637,060,232
|
9,170,650,783
|
70,372,421
|
(71.24)
|
(28.76)
|
(45.74)
|
(l) To re-elect John Lipsky as a Director
|
9,196,645,715
|
16,636,405
|
9,213,282,120
|
27,829,182
|
(99.82)
|
(0.18)
|
(45.95)
|
(m) To re-elect Iain Mackay as a Director
|
9,174,628,322
|
38,914,390
|
9,213,542,712
|
27,625,393
|
(99.58)
|
(0.42)
|
(45.95)
|
(n) To re-elect Heidi Miller as a Director
|
9,195,287,713
|
17,969,746
|
9,213,257,459
|
27,900,752
|
(99.80)
|
(0.20)
|
(45.95)
|
(o) To re-elect Marc Moses as a Director
|
9,194,125,890
|
19,305,790
|
9,213,431,680
|
27,708,164
|
(99.79)
|
(0.21)
|
(45.95)
|
(p) To re-elect Jonathan Symonds as a Director
|
9,181,748,472
|
26,504,127
|
9,208,252,599
|
27,958,495
|
(99.71)
|
(0.29)
|
(45.93)
|
(q) To re-elect Pauline van der Meer Mohr as a
Director
|
9,149,849,861
|
63,451,020
|
9,213,300,881
|
27,871,958
|
(99.31)
|
(0.69)
|
(45.95)
|
4. To re-appoint PricewaterhouseCoopers LLP as Auditor of the
Company
|
9,063,275,014
|
35,596,304
|
9,098,871,318
|
142,279,248
|
(99.61)
|
(0.39)
|
(45.38)
|
5. To authorise the Group Audit Committee to determine the
remuneration of the Auditor
|
9,171,221,282
|
10,472,916
|
9,181,694,198
|
59,519,908
|
(99.89)
|
(0.11)
|
(45.80)
|
6. To authorise the Company to make political
donations
|
8,915,355,451
|
223,520,928
|
9,138,876,379
|
102,247,653
|
(97.55)
|
(2.45)
|
(45.58)
|
7. To authorise the Directors to allot shares
|
8,614,693,250
|
589,568,603
|
9,204,261,853
|
36,894,890
|
(93.59)
|
(6.41)
|
(45.91)
|
8. To disapply pre-emption rights
|
9,097,748,504
|
112,034,311
|
9,209,782,815
|
31,397,258
|
(98.78)
|
(1.22)
|
(45.94)
|
9. To further disapply pre-emption rights for
acquisitions
|
8,581,720,293
|
603,566,008
|
9,185,286,301
|
55,880,672
|
(93.43)
|
(6.57)
|
(45.81)
|
10. To authorise the Directors to allot any repurchased
shares
|
8,821,830,110
|
388,772,422
|
9,210,602,532
|
30,588,210
|
(95.78)
|
(4.22)
|
(45.94)
|
11. To authorise the Company to purchase its own ordinary
shares
|
9,055,162,456
|
156,839,358
|
9,212,001,814
|
29,207,614
|
(98.30)
|
(1.70)
|
(45.95)
|
12. To authorise the Directors to allot equity securities in
relation to Contingent Convertible Securities
|
9,025,167,009
|
178,205,570
|
9,203,372,579
|
37,793,140
|
(98.06)
|
(1.94)
|
(45.90)
|
13. To disapply pre-emption rights in relation to the issue of
Contingent Convertible Securities
|
8,932,179,678
|
269,727,331
|
9,201,907,009
|
39,272,829
|
(97.07)
|
(2.93)
|
(45.90)
|
14. To approve general meetings (other than annual general
meetings) being called on 14 clear days' notice
|
8,376,507,896
|
835,712,864
|
9,212,220,760
|
29,008,214
|
(90.93)
|
(9.07)
|
(45.95)
|
*based
on total issued share capital (excluding 325,273,407 ordinary
shares held in treasury) as at 12.01am (London time) on Thursday 27
April 2017.
2. Re-election of Irene
Lee
The Board notes that
2,637,060,232 shares (representing 28.76% of votes validly cast)
were voted against the re-election of Irene Lee (resolution 3(k)).
The Board seeks to ensure that each Director is able to make the
necessary commitment to the delivery of their role. The Board is
satisfied that all Directors have sufficient capacity to meet
their
commitments to HSBC. We
will continue to engage with shareholders on this
matter.
3. Board changes
Rachel
Lomax and Sam Laidlaw retired from the Board at the conclusion of
the AGM and resigned their chairmanships of the Nomination
Committee, Group Remuneration Committee and Conduct & Values
Committee. For the purposes of section 430(2B) of the Companies Act
2006, they will each receive their fee entitlement for the month of
April
2017 and
are not entitled to any payments for loss of office. There are no
matters relating to their retirement that need to be brought to the
attention of HSBC shareholders.
Resolution
3(r) for the re-election of Paul Walsh was withdrawn following his
resignation prior to the AGM. For the purposes of section 430(2B)
of the Companies Act 2006, he will receive his fee entitlement for
the month of April 2017 and is not entitled to any payments for
loss of office.
4. Other
-
Computershare Investor Services PLC
acted as scrutineer of the poll on all resolutions.
-
Copies of the special business
resolutions passed at the AGM 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.hemscott.com/nsm.do
-
As at 12.01am (London time) on
Thursday 27 April 2017, 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 20,049,305,644, 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:
Douglas Flint, Stuart Gulliver,
Phillip Ameen
†
,
Kathleen Casey
†
,
Laura Cha
†
,
Henri de Castries
†
,
Lord Evans of Weardale
†
, Joachim
Faber
†
, Irene
Lee
†
, John
Lipsky
†
, Iain Mackay,
Heidi Miller
†
, Marc Moses,
David Nish
†
, Jonathan
Symonds
†
, Jackson
Tai
†
and Pauline van der Meer Mohr
†
.
†
Independent non-executive Director
For and
on behalf of
HSBC Holdings plc
Ben J S
Mathews
Group
Company Secretary
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:
Ben J S Mathews
|
|
Title:
Group Company Secretary
|
|
|
|
Date:
28 April 2017
|
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