6-K 1 a6321y.htm 2023 AGM POLL RESULTS, BOARD AND COMMITTEE CHANGES a6321y
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-   ).
 
 
 
 
 
 
5 May 2023
(Hong Kong Stock Code: 5)
 
HSBC Holdings plc
 
Poll results of 2023 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 7, 10 and 13 were passed as ordinary resolutions and resolutions 8, 9, 11, 12, 14 and 15 were passed as special resolutions.
 
In line with the Board's recommendation, the shareholder-requisitioned resolutions 16, 17 and 18 failed.
 
The table below shows the votes cast on each resolution.
 
The Board notes that over 20% of votes cast were against the Board's recommendations in respect of resolutions 2, 3(l), 6, 7, 14 and 15.
 
In this context, it should be noted that the largest shareholder, Ping An, voted against the Board's recommendations on these resolutions and a number of others. Ping An's votes account for approximately 18-19% of all votes cast at the AGM based on a turnout of around 50%. This turnout is consistent with prior years.
 
The Board is pleased that a large majority of shareholders voting at the AGM supported HSBC's strategy. The Board and the management team remain focused on executing the strategy and continuing to deliver shareholder value, as demonstrated by the Group's recent Q1 results.
 
The Board will continue to engage with shareholders in respect of resolutions 2, 3(l), 6, 7, 14 and 15 to ensure their views are understood. In accordance with provision 4 of the UK Corporate Governance Code, the Board will provide an update on this engagement within 6 months of the AGM, as well as a final summary in the Company's 2023 Annual Report.
 
Mark Tucker, HSBC Group Chairman, said, "I'm delighted that the large majority of HSBC's shareholders have voted overwhelmingly to support the bank's strategy and draw a line under the debate on the structure of the bank. The Board, HSBC colleagues and our shareholders can now move forward with the shared objective of focusing on our customers, driving stronger performance, and creating more value for our investors."
 
Votes cast on each resolution
 
 
VOTESFOR
% OF VOTES CAST
VOTESAGAINST
% OF VOTES CAST
VOTESTOTAL
% OF ISC VOTED*
 
VOTESWITHHELD
1. To receive the Annual Report and Accounts 2022
10,233,064,011
99.75
26,084,776
0.25
10,259,148,787
51.35%
120,976,684
2. To approve the Directors' Remuneration Report
8,251,001,243
79.75
2,094,952,768
20.25
10,345,954,011
51.78%
32,990,533
3. (a) To elect Geraldine Buckingham as a       Director
10,322,621,950
99.77
23,841,406
0.23
10,346,463,356
51.79%
33,811,091
3. (b) To elect Georges    Elhedery as a Director
10,317,243,440
99.71
29,645,546
0.29
10,346,888,986
51.79%
33,085,717
3. (c) To elect Kalpana      Morparia as a Director
10,068,760,143
97.57
251,199,068
2.43
10,319,959,211
51.65%
60,207,803
3. (d) To re-elect Rachel    Duan as a Director
10,296,244,867
99.51
50,482,196
0.49
10,346,727,063
51.79%
33,441,275
3. (e) To re-elect Dame Carolyn Fairbairn as a Director
10,243,188,642
99.00
103,135,679
1.00
10,346,324,321
51.79%
33,805,851
3. (f) To re-elect James Forese as a Director
10,320,308,024
99.75
25,924,066
0.25
10,346,232,090
51.79%
33,723,999
3. (g) To re-elect Steven Guggenheimer as a Director
10,295,627,028
99.51
50,646,471
0.49
10,346,273,499
51.79%
33,716,654
3. (h) To re-elect Dr José Antonio Meade Kuribreña as a Director
10,323,137,881
99.78
23,268,007
0.22
10,346,405,888
51.79%
33,495,971
3. (i) To re-elect Eileen Murray as a Director
10,296,576,893
99.52
49,837,914
0.48
10,346,414,807
51.79%
33,438,124
3. (j) To re-elect David Nish as a Director
10,312,988,379
99.68
33,291,993
0.32
10,346,280,372
51.79%
33,378,033
3. (k) To re-elect Noel Quinn as a Director
8,353,076,156
80.72
1,995,697,166
19.28
10,348,773,322
51.80%
31,016,338
3. (l) To re-elect Mark E Tucker as a Director
8,254,853,196
79.77
2,093,442,464
20.23
10,348,295,660
51.80%
31,202,120
4.    To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company
10,260,407,546
99.11
91,855,105
0.89
10,352,262,651
51.82%
27,591,360
5.    To authorise the Group Audit Committee to determine the remuneration of the Auditor
10,325,937,070
99.76
24,936,324
0.24
10,350,873,394
51.81%
29,054,393
6.    To authorise the Company to make political donations
8,213,557,645
79.96
2,058,994,772
20.04
10,272,552,417
51.42%
107,281,878
7.    To authorise the Directors to allot shares
8,097,079,990
78.23
2,252,699,705
21.77
10,349,779,695
51.80%
30,073,594
8.    To disapply pre-emption rights (special resolution)
8,431,876,147
81.52
1,910,866,604
18.48
10,342,742,751
51.77%
36,906,366
9.    To further disapply pre-emption rights for acquisitions (special resolution)
8,333,746,174
80.57
2,009,297,269
19.43
10,343,043,443
51.77%
36,635,153
10.  To authorise the Directors to allot any repurchased shares
8,310,408,680
80.31
2,037,526,674
19.69
10,347,935,354
51.79%
31,741,719
11.  To authorise the Company to purchase its own ordinary shares (special resolution)
10,246,142,306
98.99
104,600,696
1.01
10,350,743,002
51.81%
28,948,464
12. To approve the form of share repurchase contract (special resolution)
10,250,057,120
99.06
96,964,488
0.94
10,347,021,608
51.79%
32,555,084
13.  To authorise the Directors to allot equity securities in relation to Contingent Convertible Securities
8,357,283,619
80.78
1,987,978,980
19.22
10,345,262,599
51.78%
34,354,644
14.  To disapply pre-emption rights in relation to the issue of Contingent Convertible Securities (special resolution)
8,244,663,916
79.71
2,098,793,894
20.29
10,343,457,810
51.77%
36,022,719
15. To call general meetings (other than an AGM) on 14 clear days' notice (special resolution)
7,937,949,564
76.70
2,411,828,197
23.30
10,349,777,761
51.80%
29,210,963
16.  Shareholder requisitioned resolution: Midland Bank defined benefit pension scheme (special resolution)
328,614,188
3.19
9,988,150,427
96.81
10,316,764,615
51.64%
62,957,322
17. Shareholder requisitioned resolution: Strategy Review (special resolution)
2,045,731,221
19.78
8,298,913,938
80.22
10,344,645,159
51.78%
40,277,868
18. Shareholder requisitioned resolution: Dividend Policy (special resolution)
1,984,613,026
19.20
8,354,492,685
80.80
10,339,105,711
51.75%
45,924,209
 
* 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 4 May 2023.

 
2.  Changes to Board and Committee Composition
 
Jackson Tai 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 May 2023 and is not entitled to any payments for loss of office.
 
The following changes to the Committee structure took effect from the conclusion of the AGM:
 
● Jackson Tai stepped down from the Committees of which he was a member following his retirement from the Board;
 
● James Forese succeeded Jackson Tai as Chair of the Group Risk Committee;  
 
●James Forese also stepped down as a member of the Group Remuneration Committee and was appointed as a member of the Group Audit Committee; and
 
● Eileen Murray was appointed as a member of the Group Remuneration Committee.
 
Accordingly, at the conclusion of the 2023 AGM, the composition of the principal Board Committees will be as follows:
 
Group Audit Committee
Group Risk Committee
Group Remuneration Committee
Nomination & Corporate Governance Committee
David Nish (Chair)
Rachel Duan
James Forese
Eileen Murray
 
James Forese (Chair)
Geraldine Buckingham
Dame Carolyn Fairbairn
Steven Guggenheimer
Kalpana Morparia
David Nish
 
 
Dame Carolyn Fairbairn (Chair)
Geraldine Buckingham
Rachel Duan
Dr José Antonio Meade Kuribreña
Eileen Murray
 
Mark Tucker (Chair)
Geraldine Buckingham
Rachel Duan
Dame Carolyn Fairbairn
James Forese
Steven Guggenheimer
Dr José Antonio Meade Kuribreña
Kalpana Morparia
Eileen Murray
David Nish
 
 
3. Other
 
● Computershare Investor Services PLC, the Company's Share Registrar, acted as scrutineer of the poll on all resolutions.
 
● A copy of the resolutions passed at the AGM (other than resolutions concerning ordinary business) has been submitted to the UK Financial Conduct Authority for publication, and will shortly be available for inspection via the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
  
● As at 12.01am (London time) on Thursday 4 May 2023, 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 19,978,794,575, 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 13.39(5A) of the Hong Kong Listing Rules all Directors attended the AGM.
 
●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*, Noel Quinn, Geraldine Buckingham†, Rachel Duan†, Georges Elhedery, Carolyn Julie Fairbairn†, James Anthony Forese†, Steven Guggenheimer†, José Antonio Meade Kuribreña†, Kalpana Morparia†, Eileen K Murray† and David Nish†.
 
* Non-executive Group Chairman
† Independent non-executive Director
 
 
For and on behalf of
HSBC Holdings plc
 
Aileen Taylor
Group 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: 05 May 2023