FORM 6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For the
month of May 2021
Commission
File Number: 001-11960
AstraZeneca PLC
1
Francis Crick Avenue
Cambridge
Biomedical Campus
Cambridge
CB2 0AA
United
Kingdom
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 if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
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): ______
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-_____________
AstraZeneca PLC
INDEX
TO EXHIBITS
11 May 2021 14:00
BST
Results of Annual General Meeting held on 11 May 2021
AstraZeneca PLC announced the results of the voting at its Annual
General Meeting (AGM) today. As proposed in the Notice of AGM, all
Resolutions were decided by poll vote. Resolutions 10 - 13 were
passed as special resolutions; all other resolutions were passed as
ordinary resolutions.
|
|
Resolution
|
Votes for
|
% of votes cast
|
Votes against
|
% of votes cast
|
Votes cast in total
|
Total votes cast as a % of issued share capital
|
Votes withheld
|
|
1
|
To
receive the Company's Accounts, the Reports of the Directors and
Auditor and the Strategic Report for the year ended 31 December
2020
|
951,285,688
|
99.86
|
1,300,153
|
0.14
|
952,585,841
|
72.56
|
8,944,126
|
|
2
|
To
confirm dividends
|
948,459,461
|
98.72
|
12,290,505
|
1.28
|
960,749,966
|
73.19
|
779,685
|
|
3
|
To
reappoint PricewaterhouseCoopers LLP as Auditor
|
952,398,382
|
99.15
|
8,210,440
|
0.85
|
960,608,822
|
73.17
|
921,116
|
|
4
|
To
authorise the Directors to agree the remuneration of the
Auditor
|
959,859,984
|
99.93
|
712,232
|
0.07
|
960,572,216
|
73.17
|
956,959
|
|
5a
|
To
re-elect Leif Johansson as a Director
|
927,811,941
|
96.57
|
32,966,929
|
3.43
|
960,778,870
|
73.19
|
750,714
|
|
5b
|
To
re-elect Pascal Soriot as a Director
|
959,330,670
|
99.85
|
1,441,425
|
0.15
|
960,772,095
|
73.19
|
757,539
|
|
5c
|
To
re-elect Marc Dunoyer as a Director
|
955,828,852
|
99.52
|
4,600,836
|
0.48
|
960,429,688
|
73.16
|
1,099,897
|
|
5d
|
To
re-elect Philip Broadley as a Director
|
948,284,819
|
98.74
|
12,063,553
|
1.26
|
960,348,372
|
73.15
|
1,160,972
|
|
5e
|
To
elect Euan Ashley as a Director
|
952,998,109
|
99.28
|
6,906,560
|
0.72
|
959,904,669
|
73.12
|
1,623,921
|
|
5f
|
To re-elect Michel
Demaré as a Director
|
940,774,376
|
97.96
|
19,589,264
|
2.04
|
960,363,640
|
73.16
|
1,165,704
|
|
5g
|
To
re-elect Deborah DiSanzo as a Director
|
826,293,184
|
86.04
|
134,102,115
|
13.96
|
960,395,299
|
73.16
|
1,140,585
|
|
5h
|
To
elect Diana Layfield as a Director
|
959,699,058
|
99.93
|
675,091
|
0.07
|
960,374,149
|
73.16
|
1,154,886
|
|
5i
|
To
re-elect Sheri McCoy as a Director
|
710,781,431
|
74.03
|
249,365,290
|
25.97
|
960,146,721
|
73.14
|
1,388,375
|
|
5j
|
To
re-elect Tony Mok as a Director
|
958,732,518
|
99.83
|
1,606,337
|
0.17
|
960,338,855
|
73.15
|
1,184,730
|
|
5k
|
To
re-elect Nazneen Rahman as a Director
|
950,350,073
|
99.73
|
2,544,392
|
0.27
|
952,894,465
|
72.59
|
8,634,879
|
|
5l
|
To
re-elect Marcus Wallenberg as a Director
|
828,248,091
|
86.21
|
132,435,623
|
13.79
|
960,683,714
|
73.18
|
832,550
|
|
6
|
To
approve the Annual Report on Remuneration for the year ended 31
December 2020
|
915,909,189
|
95.42
|
43,957,696
|
4.58
|
959,866,885
|
73.12
|
1,662,608
|
|
7
|
To
approve the Directors' Remuneration Policy
|
564,935,789
|
60.19
|
373,708,277
|
39.81
|
938,644,066
|
71.50
|
21,415,088
|
|
8
|
To
authorise limited political donations
|
930,305,254
|
96.90
|
29,777,151
|
3.10
|
960,082,405
|
73.13
|
1,446,855
|
|
9
|
To
authorise the Directors to allot shares
|
817,312,076
|
85.14
|
142,701,485
|
14.86
|
960,013,561
|
73.13
|
1,515,509
|
|
10
|
To
authorise the Directors to disapply pre-emption rights
|
939,179,092
|
98.03
|
18,824,969
|
1.97
|
958,004,061
|
72.98
|
3,474,403
|
|
11
|
To
authorise the Directors to further disapply pre-emption rights for
acquisitions and specified capital investments
|
932,779,470
|
97.36
|
25,292,148
|
2.64
|
958,071,618
|
72.98
|
3,406,846
|
|
12
|
To
authorise the Company to purchase its own shares
|
942,491,633
|
98.16
|
17,676,115
|
1.84
|
960,167,748
|
73.14
|
1,310,466
|
|
13
|
To
reduce the notice period for general meetings
|
847,834,118
|
88.31
|
112,182,050
|
11.69
|
960,016,168
|
73.13
|
1,462,280
|
|
14
|
To
amend the rules of the 2020 Performance Share Plan
|
579,132,133
|
61.72
|
359,154,356
|
38.28
|
938,286,489
|
71.47
|
21,721,411
|
Issued capital
As at 7 May 2021, the number of issued shares of the Company was
1,312,762,006 ordinary shares, which was the total number of shares
entitling the holders to attend and vote for or against all of the
resolutions at the AGM. In accordance with the Company's Articles
of Association, on a poll every member present in person or by
proxy has one vote for every share held.
Notes
The Board is pleased that all resolutions have been approved by
shareholders at the 2021 AGM. The Board notes the lower levels of
support received for Resolutions 5i, 7 and 14. The Board has
already engaged with a number of shareholders to understand the
reasoning behind their decision not to support these Resolutions
and will continue to engage during 2021.
Resolutions 7 and 14 - approval of the Remuneration Policy and
changes to the AstraZeneca Performance Share Plan
The Remuneration Committee (the Committee) undertook an in-depth
consultation process with the Company's largest investors when
developing the revised policy, and were pleased with the positive
reception for the proposals. Nonetheless the Committee recognises
that a meaningful proportion of shareholders (including those who
follow the guidance of their proxy advisors) were not able to
support the new policy or the amendments to the 2020 Performance
Share Plan rules. The Committee will continue to engage and listen
to ensure investors' concerns regarding the approach to executive
remuneration are understood.
The Committee acknowledges that it is unusual to seek approval for
a revised Remuneration Policy at two consecutive AGMs and that
remuneration is a sensitive matter during this pandemic period.
Starting with the latter, it is important to emphasise that
AstraZeneca has not applied for any Government funded wage
subsidies or furlough arrangements around the world. Additionally,
the Company has been a world-leading actor in the pandemic response
through its non-profit vaccine initiative and other humanitarian
actions.
The Committee also wanted to update the Remuneration Policy to
acknowledge that the world drastically changed in the last 12
months, and so did AstraZeneca. Our Executive Directors have
demonstrated solid and visionary leadership to steer the Company
towards delivering another outstanding performance in terms of
achieving stretched financial goals, over-delivering pipeline
management targets to accelerate innovation, and negotiating new
partnerships with great potential. They also initiated an impactful
societal, non-profit initiative - in partnership with University of
Oxford - as a response to the global pandemic, resulting in the
development, production and supply of an effective vaccine in less
than a year.
Since their appointment, the Executive Directors have driven a
remarkable turnaround in the Company's performance, resulting in a
TSR close to 300% over the last eight years and 77% over the last
three years, both significantly ahead of our Global and European
Pharmaceutical peers.
The Board's approach to reviewing the policy last year still
continued to position executive remuneration well below market
levels in the global pharmaceuticals industry, and did not
accurately reflect AstraZeneca's improved position in the European
market. Since that review, given the significantly increased scale
and scope of what the CEO and CFO are being asked to deliver, and
their continued commitment and undisputed performance, the Board
considered it appropriate to take another step to address their
market pay positioning in order to retain and incentivise them; and
enable succession planning for the future. This decision was taken
in the interests of all stakeholders to support the future growth
of the Company, and provide us with the flexibility required to
reward outstanding achievements with competitive pay for
performance packages.
Resolution 5i - re-election of Sheri McCoy as a
Director
The Board understands that some shareholders have expressed
concerns regarding Ms McCoy's other directorships and the potential
for those to impact her time commitment to
AstraZeneca.
The Board believes that Ms McCoy has brought, and continues to
bring, considerable business experience and knowledge of the
pharmaceutical industry and makes a valuable contribution to the
work of the Board and Committees of which she is a
member.
In 2020, Ms McCoy attended 96% of the Board and Committee meetings
to which she was invited: 14 out of a possible 15 Board meetings, 7
out of 7 Audit Committee meetings and 6 out of 6 Remuneration
Committee meetings.
Ms McCoy is currently working to reduce her appointments and
intends to reduce her participation to not more than four boards by
the 2022 proxy season.
The Board is satisfied that all Directors, including Ms McCoy,
continue to make effective and valuable contributions to the Board
and continue to devote sufficient time to discharging their
responsibilities as Directors of AstraZeneca.
The Board seeks to maintain the highest standards of governance and
to ensure an open and transparent dialogue with shareholders. The
Board will continue to engage with, and listen to, the Company's
shareholders. In accordance with the UK Corporate Governance Code,
the Company will publish an update within six months of the
AGM.
Additional information
A copy of the resolutions passed at the AGM will be submitted to
the National Storage Mechanism in accordance with Listing Rules
9.6.2R and 9.6.3R, and will be available in due course for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
AstraZeneca
AstraZeneca (LSE/STO/Nasdaq: AZN) is a global, science-led
biopharmaceutical company that focuses on the discovery,
development and commercialisation of prescription medicines in
Oncology and BioPharmaceuticals, including Cardiovascular, Renal
& Metabolism, and Respiratory & Immunology. Based in
Cambridge, UK, AstraZeneca operates in over 100 countries, and its
innovative medicines are used by millions of patients worldwide.
Please visit astrazeneca.com and
follow the Company on Twitter @AstraZeneca.
AstraZeneca contacts
For details on how to contact the Investor Relations Team, please
click here.
For Media contacts, click here.
Adrian Kemp
Company Secretary
AstraZeneca PLC
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.
Date:
11 May
2021
|
|
By: /s/
Adrian Kemp
|
|
|
Name:
Adrian Kemp
|
|
|
Title:
Company Secretary
|