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Unilever NV AGM 2018 voting results

Rotterdam - Unilever N.V. shareholders today approved all resolutions put to the Annual General Meeting in Rotterdam. Voting was by poll on each resolution and the results are set out below.

Unilever De Brug building in Rotterdam

Board appointments

The following continuing directors stood for election and were duly re-appointed: Nils S. Andersen, Laura Cha, Vittorio Colao, Marijn Dekkers, Judith Hartmann, Mary Ma, Strive Masiyiwa, Youngme Moon, Graeme Pitkethly, Paul Polman, John Rishton and Feike Sijbesma. Andrea Jung was appointed as Non-Executive Director.

Poll results Annual General Meeting 2018*

Resolution

For

%

Against

%

Vote Witheld**

Issued Share Capital Present

2. Adoption Annual Accounts and appropriation of the profit for the 2017 financial year

1,445,588,325

99.61

5,599,799

0.39

254,861

68.82%

3. Discharge Executive Directors

1,433,363,911

99.32

9,754,655

0.68

8,304,744

68.82%

4. Discharge Non-Executive Directors

1,432,387,249

99.26

10,736,456

0.74

8,304,618

68.82%

5. Approve the Remuneration Policy

1,049,388,599

73.06

387,021,875

26.94

15,018,135

68.82%

6. Re-appointment Nils S. Andersen

1,446,330,443

99.72

3,997,697

0.28

1,115,463

68.82%

7. Re-appointment Laura Cha

1,381,777,512

95.26

68,825,992

4.74

835,168

68.82%

8. Re-appointment Vittorio Colao

1,421,945,889

98.01

28,823,138

1.99

674,476

68.82%

9. Re-appointment Marijn Dekkers

1,444,667,684

99.55

6,480,145

0.45

290,918

68.82%

10. Re-appointment Judith Hartmann

1,446,554,815

99.69

4,460,896

0.31

408,116

68.82%

11. Re-appointment Mary Ma

1,411,592,779

97.28

39,486,982

2.72

343,881

68.82%

12. Re-appointment Strive Masiyiwa

1,418,626,704

97.76

32,511,075

2.24

274,024

68.82%

13. Re-appointment Youngme Moon

1,425,609,730

98.24

25,536,860

1.76

277,043

68.82%

14. Re-appointment Graeme Pitkethly

1,449,668,753

99.95

661,016

0.05

1,107,084

68.82%

15. Re-appointment Paul Polman

1,415,945,248

97.63

34,386,867

2.37

1,106,392

68.82%

16. Re-appointment John Rishton

1,439,471,750

99.25

10,855,789

0.75

1,094,797

68.82%

17. Re-appointment Feike Sijbesma

1,421,906,355

98.03

28,585,926

1.97

935,132

68.82%

18. Appointment Andrea Jung

1,442,812,991

99.79

3,046,962

0.21

5,577,259

68.82%

19. Appointment of the Auditor charged with the auditing of the Annual Accounts for the 2018 financial year

1,424,798,411

98.20

26,070,991

1.80

547,577

68.82%

20. Authorisation of the Board of Directors to purchase 6% and 7%cumulative preference shares and depositary receipts thereof in the share capital of the Company

1,442,616,341

99.46

7,802,348

0.54

993,784

68.82%

21. Authorisation of the Board of Directors to purchase ordinary shares and depositary receipts thereof in the share capital of the Company

1,419,264,733

98.70

18,654,122

1.30

13,508,586

68.82%

22. Capital reduction with respect to 6% and 7% cumulative preference shares and depositary receipts thereof held by the Company in its own share capital

1,439,713,542

99.26

10,799,536

0.74

914,325

68.82%

23. Capital reduction with respect to ordinary shares and depositary receipts thereof held by the Company in its own share capital

1,447,450,272

99.80

2,830,067

0.20

1,147,318

68.82%

24. Designation of the Board of Directors as the company body authorised in respect of the issue of shares in the share capital of the Company

1,449,073,736

99.90

1,481,538

0.10

872,294

68.82%

25. Designation of the Board of Directors as the company body authorised to restrict or exclude the statutory pre-emption rights that accrue to shareholders upon issue of shares for general corporate purposes

1,445,675,940

99.67

4,818,710

0.33

918,604

68.82%

26. Designation of the Board of Directors as the company body authorised to restrict or exclude the statutory pre-emption rights that accrue to shareholders upon issue of shares for acquisition purposes

1,435,832,886

99.01

14,400,871

0.99

1,179,364

68.82%

Whilst shareholders approved the new Remuneration Policy at our AGM today, we recognise that a significant minority of shareholders have voted against the proposal.

Our new remuneration policy – which was approved by shareholders last year and subsequently applied to the top 3,000 managers in the company, outside the Executive Directors – is simpler, longer term, and requires greater personal commitment through share ownership to drive reward.

To address concerns about how these changes will work in practice for Executive Directors, the Chairman has confirmed Unilever will take the following four actions:

  • As previously announced, the MCIP 2018-2021 award following the AGM will be capped at 1.5x target.
  • Following Simplification, we will continue to provide shareholders with transparency on remuneration:
    • We will continue to put our Directors’ Remuneration Policy to a binding vote every three years; and
    • We will put our Directors’ Remuneration Report to an advisory vote every year.
  • In the months ahead, we will consult further with our shareholders. Once completed, we will eturn to explain how we intend to address possible areas of concern before next year’s AGM

Media Contacts


Safe Harbour

Where relevant, these actions are subject to the appropriate consultations and approvals.

This announcement 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; inability to find sustainable solutions to support long-term growth; the effect of climate change on Unilever's business; customer relationships; the recruitment and retention of talented employees; disruptions in our supply chain; the cost of raw materials and commodities; the production of safe and high quality products; secure and reliable IT infrastructure; successful execution of acquisitions, divestitures and business transformation projects; economic 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 announcement. 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. Further details of potential risks and uncertainties affecting the Group are described in the Group's filings with the London Stock Exchange, Euronext Amsterdam and the US Securities and Exchange Commission, including in the Annual Report on Form 20-F 2017 and the Unilever Annual Report and Accounts 2017.

*

The shares represented were good for 1,451,452,839, which is 68.82% of our issued share capital.

**

Only the ‘for’ and ‘against’ votes are counted and together add up to 100%. By law a ‘vote withheld’ is not considered to be a vote.

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