Unilever PLC 6-K, filed Mar 19, 2020
Unilever PLC (UL)
About this 6-K
Unilever PLC filed this 6-K on March 19, 2020.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR
15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Dated March 19, 2020
Commission File Number 001-04546
UNILEVER PLC
(Translation of registrant’s name into English)
100 Victoria Embankment, London, England
(Address of principal executive office)
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 ☑ 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): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted
solely to provide an attached annual report to security holders.
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): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
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 ☑
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with
Rule 12g3-2(b): 82- .
Table of Contents
CAUTIONARY STATEMENT
This document may contain forward-looking statements, including ‘forward-looking statements’ within the meaning of the United States Private Securities Litigation Reform Act of 1995. Words such as ‘will’, ‘aim’, ‘expects’, ‘anticipates’, ‘intends’, ‘looks’, ‘believes’, ‘vision’, or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting the Unilever Group (the ‘Group’). They are not historical facts, nor are they guarantees of future performance.
Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: Unilever’s global brands not meeting consumer preferences; Unilever’s ability to innovate and remain competitive; Unilever’s investment choices in its portfolio management; the effect of climate change on Unilever’s business; Unilever’s ability to find sustainable solutions to its plastic packaging; significant changes or deterioration in customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain and distribution; increases or volatility in the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; execution of acquisitions, divestitures and business transformation projects; economic, social and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.
These forward-looking statements speak only as of the date of this document. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Table of Contents
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.
| UNILEVER PLC |
| /s/ R. Sotamaa |
| By R. SOTAMAA, |
| Chief Legal Officer and Group Secretary |
Date: 19 March 2020
Table of Contents
| Exhibit Number |
Exhibit Description | |
| 99.1 | Unilever PLC Chairman’s Letter and Notice of Meeting | |
| 99.2 | Unilever PLC Proxy Form | |
Exhibit 99.1
Making
Sustainable Living
Commonplace
| Chairman’s letter and Notice of Meeting Annual General Meeting London 29 April 2020 |
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Unilever House, 100 Victoria Embankment, London EC4Y 0DY
Telephone 020 7822 5252
This document is important and requires your immediate attention. If you are in any doubt as to what action you should take, you are recommended to consult your stockbroker, bank manager, solicitor, accountant or other professional adviser under the Financial Services and Markets Act 2000 as soon as possible. If you have sold or otherwise transferred all of your shares, please pass this document to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass this document to the person who now holds the shares.
19 March 2020
Nils Andersen
Chairman
Dear shareholder,
Unilever PLC
Registered in England and Wales No 41424. Registered office: Port Sunlight, Wirral, Merseyside CH62 4ZD, United Kingdom
| Unilever Chairman’s Letter and Notice of Meeting 2020 | 2 |
Unilever PLC Notice of Meeting 2020
| 3 | Unilever Chairman’s Letter and Notice of Meeting 2020 |
Unilever PLC Notice of Meeting 2020 continued
| Unilever Chairman’s Letter and Notice of Meeting 2020 | 4 |
Explanatory notes to the resolutions
| 5 | Unilever Chairman’s Letter and Notice of Meeting 2020 |
Explanatory notes to the resolutions continued
The tables below set out the diversity of our Non-Executive Directors standing for re-election at the PLC AGM.
| Unilever Chairman’s Letter and Notice of Meeting 2020 | 6 |
Explanatory notes to the resolutions continued
| 7 | Unilever Chairman’s Letter and Notice of Meeting 2020 |
Explanatory notes to the resolutions continued
| Unilever Chairman’s Letter and Notice of Meeting 2020 | 8 |
Notes to the Notice of Meeting 2020
| 9 | Unilever Chairman’s Letter and Notice of Meeting 2020 |
Notes to the Notice of Meeting 2020 continued
| Unilever Chairman’s Letter and Notice of Meeting 2020 | 10 |
| Unilever N.V.
Head Office and Registered Office Weena 455, PO Box 760 3000 DK Rotterdam The Netherlands T +31 (0)10 217 4000
Commercial Register Number: 24051830 |
Unilever PLC
Head Office 100 Victoria Embankment London EC4Y 0DY United Kingdom T +44 (0)20 7822 5252
Registered Office Unilever PLC Port Sunlight Wirral Merseyside CH62 4ZD United Kingdom
Registered in England and Wales Company Number: 41424 |
For further information about Unilever please visit our website:
www.unilever.com |
Annual General Meeting of Unilever PLC: Proxy Form for voting
When you have completed and signed this form, please return it to Computershare in the enclosed envelope. No stamp is required if you are resident in the UK. To be valid, this form must be signed and received by no later than 2.30pm on Monday 27 April 2020.
For further information on completing your Proxy Form, including how to send it using the internet, see the reverse.
Please complete using black ink as this form will be scanned.
I/We, the undersigned, being a shareholder/shareholders of Unilever PLC, hereby appoint the Chairman of the Annual General Meeting or the following person
| * | ** |
Please put an ‘X’ in this box to indicate that this Proxy appointment is one of multiple appointments being made. |
* Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).
** For the appointment of more than one Proxy, please refer to question 3 overleaf.
as my/our Proxy to attend and, if a poll is called, to vote on my/our behalf at the Annual General Meeting of the Company to be held at 2.30pm on Wednesday 29 April 2020 and at any adjournments of that Meeting. I/We direct that my/our vote(s) be cast or withheld on the Resolutions as set out in the Notice of Annual General Meeting as indicated by an ‘X’ in the appropriate box below and, in respect of any Resolutions where no such indication is made and/or on any other business which may properly come before the Annual General Meeting, in such manner as my/our Proxy thinks fit.
Resolutions
Please indicate your voting instructions to your Proxy with an ‘X’ in the appropriate box below.
| For | Against | Vote withheld |
For | Against | Vote withheld | |||||||||
| 1. To receive the Report and Accounts for the year ended 31 December 2019 |
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14. To re-elect Mr F Sijbesma as a Non-Executive Director |
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| 2. To approve the Directors’ Remuneration Report |
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15. To reappoint KPMG LLP as Auditors of the Company |
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| 3. To re-elect Mr N Andersen as a Non-Executive Director |
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16. To authorise the Directors to fix the remuneration of the Auditors |
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| 4. To re-elect Mrs L Cha as a Non-Executive Director |
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17. To authorise Political Donations and expenditure |
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| 5. To re-elect Mr V Colao as a Non-Executive Director |
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18. To renew the authority to Directors to issue shares |
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| 6. To re-elect Dr J Hartmann as a Non-Executive Director |
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19. To renew the authority to Directors to disapply pre-emption rights |
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| 7. To re-elect Mr A Jope as an Executive Director |
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20. To renew the authority to Directors to disapply pre-emption rights for the purposes of acquisitions or capital investments |
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| 8. To re-elect Ms A Jung as a Non-Executive Director |
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| 9. To re-elect Ms S Kilsby as a Non-Executive Director |
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21. To renew the authority to the Company to purchase its own shares |
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| 10. To re-elect Mr S Masiyiwa as a Non-Executive Director |
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22. To shorten the notice period for General Meetings |
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| 11. To re-elect Professor Y Moon as a Non-Executive Director |
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| 12. To re-elect Mr G Pitkethly as an Executive Director |
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| 13. To re-elect Mr J Rishton as a Non-Executive Director |
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A ‘Vote withheld’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a Resolution.
| Go online! Turn over to find out how to send your Proxy voting instructions electronically. Institutional investors: see overleaf for details of CREST Proxy voting. | Please put an ‘X’ in this box if signing on behalf of the shareholder under Power of Attorney or other authority. | |||||
| EXT0214 | Note: please do not use this form for changes of address or other matters relating to your shareholding. | |||||
| Signature | ||
| PIN: SRN: | ||
| Date |
2020
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| CONTROL NUMBER: 916257 |
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Kindly note: This form is issued only to the addressee(s) and is specific to the class of security and the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders (ii) classes of security or (iii) uniquely designated accounts. Unilever PLC and Computershare accept no liability for any instruction that does not comply with these conditions. |
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COMPLETING YOUR PROXY FORM FOR THE ANNUAL GENERAL MEETING:
QUESTIONS AND ANSWERS
Notes: attendance at the Annual General Meeting
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☐ If you are attending the Annual General Meeting please sign this card, bring it with you and hand it in on arrival. It is necessary for your admission to the Meeting. If you do not bring this card with you then proof of ID will be required for you to gain admittance to the Meeting. |
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☐ For your safety and security, there may be checks and bag searches of those attending the Annual General Meeting. We recommend you arrive a little early to allow time for these procedures. | ||
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☐ Refreshments will be available from 1.30pm. Please be reminded that big bags will not be allowed into the Meeting. Cameras, recording equipment and other items which might interfere with the good order of the Meeting will not be permitted in the hall. | ||
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☐ The venue offers access for disabled shareholders and a loop system for the hearing impaired. If you have any special access requirements please contact our AGM helpdesk in advance on 020 7822 5500. | ||
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☐ The QEII Centre is in close proximity to Westminster and St James’s Park underground stations, both within walking distance. | ||
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☐ For information on travelling to the venue, you will find up-to-date information on our website at www.unilever.com/agm |
| Be a greener shareholder
If you receive shareholder communications by post, you can do your bit for the environment by reading our Annual Report and Accounts online and choosing to receive your Proxy Form voting instructions via email and voting electronically, rather than having mailed paper versions. It certainly makes environmental sense. Visit www.unilever.com/shareholderservices and select the information by email option.
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Go online! How to send your proxy voting instruction electronically
Unilever is committed to electronic communications and we are pleased to be able to offer our shareholders the opportunity to submit their Proxy Forms using the internet. Even though you have received paper versions of your Proxy Forms, you can still complete and submit electronic versions to the Registrars.
What you need to do: just log on to www.unilever.com/agm and select the electronic voting option. To do this, you will need your Shareholder Reference Number (SRN) and five-digit PIN and six-digit Control Number, all of which are shown on the front of this Proxy Form. Then just follow the instructions.
Institutional investors: voting via crest
This year the deadline for voting via the CREST voting system is 2.30pm on Monday 27 April 2020. |
