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
 
 
1.
Result of AGM 
 
 
 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.
 
 
AstraZeneca PLC
 
 
Date: 11 May 2021
 
 
By: /s/ Adrian Kemp
 
Name: Adrian Kemp
 
Title: Company Secretary