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
August
12, 2024
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant’s
name)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(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 a
Form 40-F
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SMITH & NEPHEW PLC (the "Company")
Statement regarding Further Shareholder Consultation on the 2024
Directors' Remuneration Policy ("Policy") and Restricted Share Plan
("RSP")
Smith+Nephew (LSE: SN, NYSE:
SNN), the global medical technology business, announces the
conclusion of its further shareholder consultation on its
Remuneration Policy and RSP following shareholder approval at the
Annual General Meeting held on 1 May 2024 (the
"AGM").
As
Resolution 2 (to approve the Policy) and Resolution 19 (to approve
the RSP) (together the "Resolutions") received less than 80%
shareholder support, in accordance with the provisions of the UK
Corporate Governance Code, Angie Risley, Chair of the Remuneration
Committee sought further engagement with investors comprising 75%
of the Company's issued share capital as at 31 May 2024 and with
proxy advisors to consult with and seek additional feedback on
these Resolutions.
Engagement
with shareholders and proxy advisers during the further
consultation period which ran from 6 June to 19 July 2024
(inclusive) was constructive. Shareholders with whom the Company
had previously engaged during the original shareholder consultation
(October 2023 - February 2024) responded to confirm that they
understood the rationale for the long term incentives outlined in
Policy and the RSP and confirmed the original feedback provided to
the Board.
During
this consultation, no additional request for engagement or feedback
was received from shareholders who voted against the Resolutions.
Following closure of the consultation and given the lack of
additional feedback from investors who did not support the
Resolutions, the Board has resolved to adopt and implement the
Policy and the RSP on the terms approved by shareholders at the
AGM.
The
Company will continue to engage with shareholders and proxies on
these and other remuneration matters in the future and will also
address feedback and areas of interest raised by shareholders
during the full consultation process through narrative disclosures
in the 2024 Annual Report.
In
accordance with the Policy, the Company will grant certain awards
to Deepak Nath, Chief Executive Officer on or about 19 August
2024:
●
An increase in the
number of shares awarded under the Performance Share Programme
("PSP") 2024 of 27,520 USD 0.20 ordinary shares on the same terms
and conditions, including performance conditions, as the PSP award
granted on 8 March 2024.
●
An RSP
award of USD 0.20 ordinary shares which will normally vest in three
equal tranches over a three-year period, contingent on a reasonable
judgement underpin being met as determined by the Remuneration
Committee. The number of shares to be awarded and the award share
price will be determined using the average closing share price over
the period 1 August to 14 August 2024.
Further
details of these awards are set out below:
PSP 2024 -
2026 awards: In
accordance with the new Policy, the Remuneration Committee has
approved the grant of an increased level of Performance Share Plan
awards shown in the table below which will vest on 8 March 2027,
subject to the achievement of the performance conditions which are
measured over the period 1 January 2024 to 31 December
2026.
Participants
will receive an additional number of shares equivalent to the
amount of dividend payable per vested share during the relevant
performance period.
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Description
of the financial instrument, type of instrument
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Smith
& Nephew plc Ordinary Shares of USD 0.20 each
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Nature of the transaction
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Performance Share Awards to be granted under the Smith & Nephew
Global Share Plan 2020.
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Name
(Position)
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Status
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Price (s)
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Volume(s)*
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Aggregated information
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Deepak Nath
(Chief Executive Officer)
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Director
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£10.875
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27,520
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N/A Single Transaction
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*
The number of shares assuming a maximum vesting is
shown.
Restricted
Share Plan 2024 awards: The
Remuneration Committee has approved the grant of awards which will
vest in three equal tranches on the first, second, and third
anniversary of the award, contingent on a reasonable judgement
underpin being met as determined by the Remuneration
Committee.
The
number of shares to be awarded and the award share price will be
determined using the average closing share price over the period 1
August to 14 August 2024. Participants will receive an additional
number of shares equivalent to the amount of dividend payable per
vested share during the relevant vesting period.
An
announcement will be made following the formal grant of the awards
set out above in accordance with applicable
regulations.
Helen
Barraclough
Company
Secretary
Smith
& Nephew plc
Tel:
+44 (0)1923 477100
Enquiries
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Investors / Analysts
Andrew Swift
Smith+Nephew
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+44 (0) 1923 477433
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Media
Charles ReynoldsSmith+Nephew
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+44 (0) 1923 477314
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Susan Gilchrist / Ayesha BharmalBrunswick
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+44 (0) 20 7404 5959
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About Smith+Nephew
Smith+Nephew is a portfolio medical technology business focused on
the repair, regeneration and replacement of soft and hard tissue.
We exist to restore people's bodies and their self-belief by using
technology to take the limits off living. We call this purpose
'Life Unlimited'. Our 18,000 employees deliver this mission every
day, making a difference to patients' lives through the excellence
of our product portfolio, and the invention and application of new
technologies across our three global business units of
Orthopaedics, Sports Medicine & ENT and Advanced Wound
Management.
Founded in Hull, UK, in 1856, we now operate in more than 100
countries, and generated annual sales of $5.5 billion in 2023.
Smith+Nephew is a constituent of the FTSE100 (LSE:SN, NYSE:SNN).
The terms 'Group' and 'Smith+Nephew' are used to refer to Smith
& Nephew plc and its consolidated subsidiaries, unless the
context requires otherwise.
For more information about Smith+Nephew, please visit www.smith-nephew.com and
follow us on X, LinkedIn, Instagram or Facebook.
Forward-looking Statements
This document may contain forward-looking statements that may or
may not prove accurate. For example, statements regarding expected
revenue growth and trading profit margins, market trends and our
product pipeline are forward-looking statements. Phrases such as
"aim", "plan", "intend", "anticipate", "well-placed", "believe",
"estimate", "expect", "target", "consider" and similar expressions
are generally intended to identify forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause actual
results to differ materially from what is expressed or implied by
the statements. For Smith+Nephew, these factors include: conflicts
in Europe and the Middle East, economic and financial conditions in
the markets we serve, especially those affecting healthcare
providers, payers and customers; price levels for established and
innovative medical devices; developments in medical technology;
regulatory approvals, reimbursement decisions or other government
actions; product defects or recalls or other problems with quality
management systems or failure to comply with related regulations;
litigation relating to patent or other claims; legal and financial
compliance risks and related investigative, remedial or enforcement
actions; disruption to our supply chain or operations or those of
our suppliers; competition for qualified personnel; strategic
actions, including acquisitions and disposals, our success in
performing due diligence, valuing and integrating acquired
businesses; disruption that may result from transactions or other
changes we make in our business plans or organisation to adapt to
market developments; relationships with healthcare professionals;
reliance on information technology and cybersecurity; disruptions
due to natural disasters, weather and climate change related
events; changes in customer and other stakeholder sustainability
expectations; changes in taxation regulations; effects of foreign
exchange volatility; and numerous other matters that affect us or
our markets, including those of a political, economic, business,
competitive or reputational nature. Please refer to the documents
that Smith+Nephew has filed with the U.S. Securities and Exchange
Commission under the U.S. Securities Exchange Act of 1934, as
amended, including Smith+Nephew's most recent annual report on Form
20-F, which is available on the SEC's website at www. sec.gov, for
a discussion of certain of these factors. Any forward-looking
statement is based on information available to Smith+Nephew as of
the date of the statement. All written or oral forward-looking
statements attributable to Smith+Nephew are qualified by this
caution. Smith+Nephew does not undertake any obligation to update
or revise any forward-looking statement to reflect any change in
circumstances or in Smith+Nephew's expectations.
◊ Trademark
of Smith+Nephew. Certain marks registered in US Patent and
Trademark Office.
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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Smith & Nephew plc
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(Registrant)
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Date:
August 12, 2024
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By:
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/s/
Helen Barraclough
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Helen
Barraclough
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Company
Secretary
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