UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
October 2025
Commission File
Number: 001-04546
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UNILEVER
PLC
(Translation of registrant’s name into English)
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UNILEVER HOUSE, BLACKFRIARS, LONDON, ENGLAND
(Address of principal executive office)
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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 ☐
Unilever PLC
Statement regarding AGM Vote on Directors' Remuneration
Report
As announced following the Annual General Meeting
("AGM") held on 30 April 2025, 72.29% of votes were
cast in favour of the resolution to receive and adopt the
Directors' Remuneration Report (Resolution 2).
While the Board was pleased that the resolution received majority
support, Unilever PLC (the "Company") recognises the importance of understanding the
reasons behind votes against. Following the AGM, the Company
contacted its largest shareholders - representing 46.3% of the
share register - as well as other shareholders that voted against
the Directors' Remuneration Report and several proxy agencies. In
total, we held 22 meetings to gain deeper insight into shareholder
views and concerns regarding Directors'
remuneration.
Shareholders who opposed the Directors' Remuneration Report
consistently cited two key concerns. Firstly, the disapplication of
time pro-ration on three outstanding long-term incentive awards for
the former CEO, Alan Jope, and the former CFO, Graeme Pitkethly,
who retired from the Company in 2022 and 2023 respectively.
Secondly, the approach taken to setting fixed pay for Fernando
Fernandez on his appointment as CEO.
The Company acknowledges that the disapplication of time pro-ration
on three awards for the former CEO and former CFO were exceptional
decisions taken in order to mitigate the impact of the disruption
to the business at a time of significant change and uncertainty.
The Company has publicly confirmed that it will apply time
pro-ration to outstanding awards for future Director exits, in
accordance with market practice and the remuneration policy. This
was demonstrated by the recent treatment of outstanding long-term
incentive awards for the former CEO, Hein Schumacher, where time
pro-ration was applied to all unvested awards when Hein left the
Company in March 2025. In dialogue with shareholders and proxies,
it has been understood and recognised that the non-pro-ration of
awards to former Directors is a legacy decision and not an ongoing
issue.
On the approach to setting pay on appointment, the Company
understands that some shareholders prefer to see phased progression
over time as opposed to a more significant salary uplift from the
outset. The Board took this feedback into account when determining
fixed pay for Srinivas Phatak on his appointment as CFO in
September 2025. His salary has been set at a lower level than the
previous CFO's salary, and the Company intends to gradually move
pay to the appropriate position relative to the market over the
next 2-3 years, subject to performance and the wider external and
internal context.
We would like to thank all of the shareholders and proxy agencies
who spent time engaging with us recently and those who continue to
engage with us over the coming months. The Company will continue to
meet with shareholders regularly on remuneration related matters
and their perspectives are critical inputs into the Board's
discussions and decision making.
The Company is publishing this statement as required by the UK
Corporate Governance Code in response to the votes received against
the Directors' Remuneration Report resolution at its AGM held on 30
April 2025. A final summary will be provided in the Company's next
Annual Report and Accounts.
-End-
For further information, please contact:
Investor Relations: [email protected]
Unilever Press Office: [email protected]
Cautionary Statement
This announcement may contain forward-looking statements within the
meaning of the securities laws of certain jurisdictions, including
'forward-looking statements' within the meaning of the United
States Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact are, or may be
deemed to be, forward-looking statements. Words and terminology
such as 'will', 'aim', 'expects', 'anticipates', 'intends',
'looks', 'believes', 'vision', 'ambition', 'target', 'goal',
'plan', 'potential', 'work towards', 'may', 'milestone',
'objectives', 'outlook', 'probably', 'project', 'risk', 'continue',
'should', 'would be', 'seeks', or the negative of these terms and
other similar expressions of future performance, results, actions
or events, and their negatives, are intended to identify such
forward-looking statements. Forward-looking statements also
include, but are not limited to, statements and information
regarding Unilever's emissions reduction and other
sustainability-related targets and other climate and sustainability
matters (including actions, potential impacts and risks and
opportunities associated therewith). Forward-looking statements can
be made in writing but also may be made verbally by directors,
officers and employees of the Unilever Group (the "Group")
(including during management presentations) in connection with this
announcement. These forward-looking statements are based upon
current expectations and assumptions regarding anticipated
developments and other factors affecting the Group. They are not
historical facts, nor are they guarantees of future performance or
outcomes. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the
cautionary statements contained in this section. Readers should not
place undue reliance on forward-looking statements.
Because these forward-looking statements involve known and unknown
risks and uncertainties, a number of which may be beyond the
Group's control, 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 from the forward-looking
statements expressed in this announcement 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 Unilever's 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,
including the proposed separation of our Ice Cream business and the
proposed consolidation of our share capital in connection with the
demerger; economic, social and political risks and natural
disasters; financial risks; failure to meet high and ethical
standards; and managing regulatory, tax and legal matters and
practices with regard to the interpretation and application thereof
and emerging and developing ESG reporting standards including
differences in implementation of climate and sustainability
policies in the regions where the Group operates.
The forward-looking statements are based on our beliefs,
assumptions and expectations of our future performance, taking into
account all information currently available to us. Forward-looking
statements are not predictions of future events. These beliefs,
assumptions and expectations can change as a result of many
possible events or factors, not all of which are known to us. If a
change occurs, our business, financial condition, liquidity and
results of operations may vary materially from those expressed in
our forward-looking statements.
The 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 intention, 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. New risks and uncertainties arise over time, and it is not
possible for us to predict those events or how they may affect us.
In addition, we cannot assess the impact of each factor on our
business or the extent to which any factor, or combination of
factors, may cause actual events, to differ materially from those
contained in any forward-looking statements. 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 2024 and the Unilever Annual
Report and Accounts 2024.
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.
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UNILEVER PLC
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/S/ M VARSELLONA
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By M VARSELLONA
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CHIEF LEGAL OFFICER AND GROUP SECRETARY
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Date 30 October 2025