Result of AGM
WH Smith PLC announced that all resolutions presented at its Annual General Meeting on February 2, 2026, were passed by shareholders. Key resolutions included the approval of reports and accounts with 99.96% in favour, the remuneration report with 97.22% approval, and the declaration of a final dividend with 99.97% support. The re-election of directors saw varying levels of support, with Colette Burke receiving 86.85% and Simon Emeny 87.79% of votes. Annette Court retired from the Board as planned, and Simon Emeny will serve as Interim non-executive Chairman. The re-appointment of PricewaterhouseCoopers LLP as auditors received 85.31% approval, and authorities for share allotment and pre-emption rights were also approved, though with lower margins ranging from 94.46% to 96.01%.
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WH Smith PLC held its Annual General Meeting for shareholders at 9.30am on 2 February 2026. All resolutions put to the AGM were passed by shareholders.
The following table shows the results of the poll on the resolutions.
| Resolution | Votes For | % | Votes Against | % | Votes Total | % of ISC Voted | Votes Withheld | |
|---|---|---|---|---|---|---|---|---|
| 1 | To receive the reports and accounts | 92,093,380 | 99.96% | 41,235 | 0.04% | 92,134,615 | 72.86% | 7,625,661 |
| 2 | To approve the remuneration report | 96,629,576 | 97.22% | 2,759,686 | 2.78% | 99,389,262 | 78.60% | 371,014 |
| 3 | To declare a final dividend | 99,369,297 | 99.97% | 28,450 | 0.03% | 99,397,747 | 78.60% | 362,529 |
| 4 | To re-elect Colette Burke | 86,317,121 | 86.85% | 13,072,159 | 13.15% | 99,389,280 | 78.60% | 370,996 |
| 5 | To re-elect Annette Court | Resolution withdrawn 3 | ||||||
| 6 | To re-elect Simon Emeny | 87,252,390 | 87.79% | 12,134,294 | 12.21% | 99,386,684 | 78.60% | 373,592 |
| 7 | To elect Andrew Harrison | 99,251,245 | 99.86% | 136,143 | 0.14% | 99,387,388 | 78.60% | 372,888 |
| 8 | To re-elect Max Izzard | 96,380,258 | 98.20% | 1,766,140 | 1.80% | 98,146,398 | 77.61% | 1,613,878 |
| 9 | To re-elect Situl Jobanputra | 87,801,150 | 88.34% | 11,587,156 | 11.66% | 99,388,306 | 78.60% | 371,970 |
| 10 | To re-elect Helen Rose | 86,564,658 | 88.20% | 11,582,454 | 11.80% | 98,147,112 | 77.62% | 1,613,164 |
| 11 | To re-appoint PricewaterhouseCoopers LLP as auditors | 84,784,508 | 85.31% | 14,597,238 | 14.69% | 99,381,746 | 78.59% | 378,530 |
| 12 | To authorise the Audit Committee of the Board to determine the auditors' remuneration | 98,417,162 | 99.04% | 954,429 | 0.96% | 99,371,591 | 78.58% | 388,685 |
| 13 | Authority to make political donations | 98,626,753 | 99.23% | 761,211 | 0.77% | 99,387,964 | 78.60% | 372,312 |
| 14 | To approve the rules of the WH Smith LTIP | 98,595,145 | 99.24% | 755,331 | 0.76% | 99,350,476 | 78.57% | 409,800 |
| 15 | To approve the rules of the WH Smith Sharesave Scheme | 98,304,281 | 98.93% | 1,061,946 | 1.07% | 99,366,227 | 78.58% | 394,049 |
| 16 | Authority to allot shares | 95,408,909 | 96.01% | 3,960,489 | 3.99% | 99,369,398 | 78.58% | 390,878 |
| 17 | Authority to disapply pre-emption rights up to 10 per cent and for follow-on offers | 95,000,255 | 95.61% | 4,363,170 | 4.39% | 99,363,425 | 78.58% | 396,851 |
| 18 | Authority to disapply pre-emption rights up to a further 10 per cent for acquisitions or specified capital investments and for follow-on offers | 93,858,507 | 94.46% | 5,504,205 | 5.54% | 99,362,712 | 78.58% | 397,564 |
| 19 | Authority to make market purchases of ordinary shares | 98,002,195 | 99.93% | 67,789 | 0.07% | 98,069,984 | 77.55% | 1,690,292 |
| 20 | Authority to call general meetings on 14 clear days' notice | 97,333,207 | 97.93% | 2,053,122 | 2.07% | 99,386,329 | 78.60% | 373,947 |
As announced on 19 January 2026, Annette Court did not stand for re-election as a Director and retired from the Board with effect from the end of the AGM. Simon Emeny, Senior Independent Director, will act as Interim non-executive Chairman. Simon Emeny is also appointed a Chair of the Nominations Committee.
As announced on 19 November 2025, Nicky Dulieu did not stand for re-election as a Director and retired from the Board with effect from the end of the AGM.
Notes
- Votes "for" and "against" are expressed as a percentage of votes received.
- As announced on 19 January 2026, Annette Court did not seek re-election to the Board at the 2026 Annual General Meeting and accordingly resolution 5 was withdrawn.
- At the date of the AGM the issued share capital of the Company was 126,453,145 ordinary shares.
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
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