0001654954-24-005510.txt : 20240503 0001654954-24-005510.hdr.sgml : 20240503 20240503102410 ACCESSION NUMBER: 0001654954-24-005510 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240503 FILED AS OF DATE: 20240503 DATE AS OF CHANGE: 20240503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HSBC HOLDINGS PLC CENTRAL INDEX KEY: 0001089113 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] ORGANIZATION NAME: 02 Finance IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14930 FILM NUMBER: 24911282 BUSINESS ADDRESS: STREET 1: 8 CANADA SQUARE CITY: LONDON STATE: X0 ZIP: E145HQ BUSINESS PHONE: 442079913048 MAIL ADDRESS: STREET 1: 8 CANADA SQUARE CITY: LONDON STATE: X0 ZIP: E14 5HQ 6-K 1 a2372n.htm GM POLL RESULTS + CHANGES BOARD+CTTE COMPOSITION a2372n

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  
 
  
 
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.
 
 
 
 
3 May 2024
(Hong Kong Stock Code: 5)
 
HSBC Holdings plc
 
Poll results of 2024 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 and 14 were passed as ordinary resolutions and resolutions 9, 10, 12, 13, 15 and 16 were passed as special resolutions.
 
In line with the Board's recommendation, the shareholder-requisitioned resolution 17 failed.
 
The table below shows the votes cast on each resolution.
 
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 2023
9,741,319,445
99.93
6,767,029
0.07
9,748,086,474
51.77%
100,873,573
2.      To approve the Directors' Remuneration Report
9,581,517,143
97.36
259,382,421
2.64
9,840,899,564
52.26%
7,973,872
3.      To approve the Group Remuneration Committee to set        appropriate variable to fixed pay ratio(s) for Material Risk Takers
9,760,585,369
99.31
67,898,883
0.69
9,828,484,252
52.20%
20,437,945
4.      (a) To elect Ann Godbehere as a Director
9,687,771,177
98.45
152,873,611
1.55
9,840,644,788
52.26%
8,415,620
4.      (b) To elect Brendan Nelson as a Director
9,821,653,543
99.81
18,936,258
0.19
9,840,589,801
52.26%
8,302,700
4.      (c) To elect Swee Lian Teo as a Director
9,809,510,007
99.68
31,338,269
0.32
9,840,848,276
52.26%
8,016,262
4.      (d) To re-elect Geraldine Buckingham as a Director
9,832,049,099
99.91
8,502,572
0.09
9,840,551,671
52.26%
8,517,751
4.      (e) To re-elect Rachel Duan as a Director
9,395,190,515
95.48
444,826,118
4.52
9,840,016,633
52.26%
9,072,542
4.      (f) To re-elect Georges Elhedery as a Director
9,823,014,454
99.82
17,416,986
0.18
9,840,431,440
52.26%
8,401,023
4.      (g) To re-elect Dame Carolyn Fairbairn as a Director
9,756,050,296
99.14
85,038,170
0.86
9,841,088,466
52.26%
7,902,654
4      ..(h) To re-elect James Forese as a Director
9,827,616,016
99.87
12,831,272
0.13
9,840,447,288
52.26%
8,151,741
4.      (i) To re-elect Steven Guggenheimer as a Director
9,831,681,274
99.91
8,695,836
0.09
9,840,377,110
52.26%
8,282,598
4.      (j) To re-elect Dr José Antonio Meade Kuribreña as a Director
9,831,854,285
99.91
8,777,135
0.09
9,840,631,420
52.26%
8,009,178
4.      (k)To re-elect Kalpana Morparia as a Director
9,652,342,019
98.09
188,022,388
1.91
9,840,364,407
52.26%
8,291,315
4.      (l) To re-elect Eileen Murray as a Director
9,827,293,352
99.86
13,568,927
0.14
9,840,862,279
52.26%
7,945,100
4.      (m) To re-elect Noel Quinn as a Director
8,260,232,223
83.93
1,581,627,848
16.07
9,841,860,071
52.27%
6,777,473
4.      (n) To re-elect Mark E Tucker as a Director
9,747,226,321
99.78
21,393,480
0.22
9,768,619,801
51.88%
79,930,485
5.    To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company
9,759,140,766
99.16
82,315,626
0.84
9,841,456,392
52.27%
7,283,794
6.    To authorise the Group Audit Committee to determine the remuneration of the Auditor
9,792,403,776
99.52
47,251,634
0.48
9,839,655,410
52.26%
9,070,401
7.    To authorise the Company to make political donations
9,539,500,838
96.92
303,369,110
3.08
9,842,869,948
52.27%
5,880,769
8.    To authorise the Directors to allot shares
9,375,707,477
95.27
465,294,361
4.73
9,841,001,838
52.26%
7,735,029
9.    To disapply pre-emption rights (special resolution)
9,683,256,486
98.48
149,112,024
1.52
9,832,368,510
52.22%
16,388,540
10.  To further disapply pre-emption rights for acquisitions (special resolution)
9,587,613,317
97.51
245,058,326
2.49
9,832,671,643
52.22%
16,100,318
11.  To authorise the Directors to allot any repurchased shares
9,689,731,431
98.46
151,367,069
1.54
9,841,098,500
52.26%
7,620,906
12.  To authorise the Company to purchase its own ordinary shares (special resolution)
9,760,977,217
99.19
79,680,593
0.81
9,840,657,810
52.26%
8,100,902
13. To approve the form of share repurchase contract (special resolution)
9,759,212,545
99.19
79,819,699
0.81
9,839,032,244
52.25%
9,226,836
14.  To authorise the Directors to allot equity securities in relation to Contingent Convertible Securities
9,663,229,772
98.21
176,349,475
1.79
9,839,579,247
52.26%
8,713,329
15.  To disapply pre-emption rights in relation to the issue of Contingent Convertible Securities (special resolution)
9,643,510,656
98.02
194,981,843
1.98
9,838,492,499
52.25%
9,832,455
16. To call general meetings (other than an AGM) on 14 clear days' notice (special resolution)
                         9,382,670,214
            95.36
                          456,844,839
              4.64
9,839,515,053
52.26%
8,715,643
17.  Shareholder requisitioned resolution: Midland Clawback Campaign (special resolution)
                            412,724,404
              4.21
                         9,387,160,155
              95.79
9,799,884,559
52.05%
48,501,845
 
  * based on total issued share capital (the "ISC") as at 12.01am (London time) on Thursday 2 May 2024. The Company held no ordinary shares in treasury.
 
2.        Changes to Board and Committee Composition
 
David Nish 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 2024 and is not entitled to any payments for loss of office.
 
The following changes to the Board and Committee composition took effect from the conclusion of the AGM:
 
● David Nish stepped down from the Committees of which he was a member following his retirement from the Board; and
 
● Ann Godbehere succeeded David Nish as Senior independent non-executive Director.  
 
Accordingly, at the conclusion of the 2024 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
Group Technology Committee
Brendan Nelson (Chair)
 
Rachel Duan
 
James Forese
 
Ann Godbehere
 
Eileen Murray
 
James Forese (Chair)
 
Geraldine Buckingham
 
Dame Carolyn Fairbairn
 
Steven Guggenheimer
 
Kalpana Morparia
 
Brendan Nelson
 
Swee Lian Teo
 
 
Dame Carolyn Fairbairn (Chair)
 
Geraldine Buckingham
 
Rachel Duan
 
Ann Godbehere
 
Dr José Antonio Meade Kuribreña
 
Eileen Murray
 
Mark Tucker (Chair)
 
Geraldine Buckingham
 
Rachel Duan
 
Dame Carolyn Fairbairn
 
James Forese
 
Ann Godbehere
 
Steven Guggenheimer
 
Dr José Antonio Meade Kuribreña
 
Kalpana Morparia
 
Eileen Murray
 
Brendan Nelson
 
Swee Lian Teo
 
Eileen Murray (Chair)
 
Steven Guggenheimer
 
Kalpana Morparia
 
Brendan Nelson
 
Swee Lian Teo
 
 
 
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 2 May 2024, 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 18,829,384,795. The Company held no ordinary shares 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. Kalpana Morparia attended the meeting virtually.
 
●
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 stated in the Notice of AGM for 2024, HSBC colleagues who are Material Risk Takers did not vote on resolution 3 due to their interest in the subject matter.
 
 
As at the time of this announcement, the following are Directors of the Company: Mark Edward Tucker*, Noel Paul Quinn, Geraldine Joyce Buckingham†, Rachel Duan†, Georges Bahjat Elhedery, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Ann Frances Godbehere†, Steven Craig Guggenheimer†, Dr José Antonio Meade Kuribreña†, Kalpana Jaisingh Morparia†, Eileen K Murray†, Brendan Robert Nelson† and Swee Lian Teo†.
 
 
* 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: 03 May 2024