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Smith & Nephew PLC 6-K, filed Apr 9, 2020

Smith & Nephew PLC (SNN)

6-K 2020-04-09 For: 2020-04-09
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Added on April 07, 2026

About this 6-K

Smith & Nephew PLC filed this 6-K on April 9, 2020.

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

April 09, 2020

Commission File Number 001-14978

SMITH & NEPHEW plc

(Registrant's name)

Building 5, Croxley Park,

Hatters Lane, Watford, Hertfordshire, WD18 8YE,

England

(Address of registrant's principal executive offices)

[Indicate by check mark whether the registrant files or will file annual

reports under cover Form 20-F or Form 40-F.]

Form 20-F X                Form 40-F

---                              ---

[Indicate by check mark if the registrant is submitting the Form 6-K in

paper as permitted by Regulation S-T Rule 101(b)(1).]

Yes                        No X

---             ---

[Indicate by check mark if the registrant is submitting the Form 6-K in

paper as permitted by Regulation S-T Rule 101(b)(7).]

Yes                     No X

---                        ---

[Indicate by check mark whether by furnishing the information contained

in this Form, the registrant is also thereby furnishing 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- n/a.

9 April 2020

Smith & Nephew plc (the "Company")

In accordance with the arrangements announced on 6 April 2020, the Company held its Annual General Meeting ("AGM") at 2:00pm today, Thursday 9 April 2020.

The meeting took place, reduced to the minimum necessary quorum of two shareholders, facilitated by the Company. All valid proxy votes (whether submitted electronically or in hard copy form) were included in the poll taken at the meeting. The final results of which, for each resolution put to the meeting, were as follows:

Resolution For/Discretion<br><br><br>(Number of<br><br><br>votes) Percentage For/Discretion<br><br><br>(%) Against<br><br><br>(Number of<br><br><br>votes) Percentage<br><br><br>Against<br><br><br>(%) Total votes validly cast Percentage  of relevant shares<br><br><br>in issue<br><br><br>(%) Withheld<br><br><br>(Number of votes)
Ordinary resolutions
1.<br>To receive the audited accounts 685,141,328 99.98 128,444 0.02 685,269,772 78.3 7,674,991
2.<br>To approve the Directors' Remuneration Policy 676,749,445 97.71 15,843,720 2.29 692,593,165 79.18 352,762
3.<br>To approve the Directors' Remuneration Report (excluding<br>Policy) 681,744,061 98.43 10,850,266 1.57 692,594,327 79.18 351,642
4.<br>To declare a final dividend 691,924,436 99.88 798,153 0.12 692,722,589 79.19 222,617
5. To re-elect Graham Baker Resolution not put to the meeting.
6. To re-elect Vinita Bali 591,473,788 94.09 37,131,758 5.91 628,605,546 71.86 64,323,577
7. <br>To re-elect The Rt. Hon Baroness Virginia Bottomley of Nettlestone<br>DL 690,708,099 99.72 1,917,540 0.28 692,625,639 79.18 301,887
8.<br>To re-elect Roland Diggelmann 688,112,446 99.87 898,148 0.13 689,010,594 78.77 3,802,261
9.<br>To re-elect Erik Engstrom 689,606,693 99.57 2,961,912 0.43 692,568,605 79.18 280,058
10. To re-elect Robin Freestone 678,289,890 97.94 14,292,677 2.06 692,582,567 79.18 266,075
11. To re-elect Marc Owen 688,512,909 99.92 584,553 0.08 689,097,462 78.78 3,751,180
12. To re-elect Angie Risley 691,320,408 99.82 1,256,664 0.18 692,577,072 79.18 271,192
13. To re-elect Roberto Quarta 683,809,628 98.74 8,747,846 1.26 692,557,474 79.18 290,937
14. To re-appoint the Auditor 689,101,456 99.99 101,758 0.01 689,203,214 78.79 3,741,192
15. <br>To authorise the Directors to determine the remuneration of the<br>Auditor 692,625,608 99.99 81,717 0.01 692,707,325 79.19 235,374
16.<br>To approve the Smith & Nephew Global Share Plan<br>2020 685,778,151 99.01 6,872,916 0.99 692,651,067 79.19 256,333
17.<br>To renew the Directors' authority to allot shares 660,816,988 95.39 31,905,973 4.61 692,722,961 79.20 208,851
Special resolutions
18.<br>To renew the Directors' authority for the disapplication of the<br>pre-emption rights 682,047,234 98.46 10,643,771 1.54 692,691,005 79.19 254,025
19.<br>To renew the Directors' authority for the disapplication of the<br>pre-emption rights for the purposes of acquisitions or other<br>capital investments 677,240,484 97.77 15,466,978 2.23 692,707,462 79.19 236,741
20.<br>To renew the Directors' limited authority to make market purchases<br>of the Company's own shares 683,625,602 98.70 8,978,801 1.30 692,604,403 79.18 327,113
21.<br>To authorise general meetings to be held on 14 clear days'<br>notice 646,811,375 93.80 42,770,533 6.20 689,581,908 78.84 3,366,278

The number of ordinary shares in issue on 7 April 2020 at 6pm (excluding shares held in Treasury) was 874,705,003. Shareholders are entitled to one vote per share.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

A copy of the Resolutions passed as Special Business at the Annual General Meeting is being submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism document viewing facility at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

In accordance with LR 9.6.11 R and in deviation to the effective date stated in the announcement made on 5 March 2020, resolution 5 was not put to the Meeting and Graham Baker did not stand for re-election as a Director. Graham therefore stood down from the Board with effect from the conclusion of the AGM but will remain an employee of the Company until 30 April 2020.

In accordance with section 430(2B) of the Companies Act 2006, the Company re-confirms that Graham Baker will be paid in accordance with the Company's Remuneration Policy and the terms of his service agreement. He will continue to receive his salary, benefits and pension contributions in the normal way up to 30 April 2020 and all unvested awards under the Performance Share Programme and the Equity Incentive Programme will lapse on his leaving the Company. No other remuneration payment or payment for loss of office will be made in connection with his departure.

As announced on 5 March 2020, Smith & Nephew plc confirms that at the conclusion of today's AGM, Rick Medlock joined the Board and Audit Committee.

Susan Swabey

Company Secretary

Smith & Nephew plc

Tel:  +44 (0)1923 477317

SIGNATURES

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.

Smith & Nephew Plc

(Registrant)

Date: April 09, 2020

By: /s/ Susan Swabey


Susan Swabey

Company Secretary