Unilever PLC Statement re Director Remuneration Report AGM Vote (7569R)
31 October 2023 - 3:33AM
UK Regulatory
TIDMULVR
RNS Number : 7569R
Unilever PLC
30 October 2023
Unilever PLC
Statement detailing outcome of shareholder engagement following
Directors' Remuneration Report (DRR) vote at the Annual General
Meeting (AGM) on 3 May 2023
At the 2023 AGM, the resolution to receive and adopt the
Directors' Remuneration Report (Resolution 2) was not passed, with
a minority of 42% of votes cast in favour of the resolution.
Following the AGM, the Company has undertaken an extensive
engagement exercise with shareholders to discuss this voting
outcome. During this period, we contacted 28 of our largest
shareholders representing around 40% of the shares on our
shareholder register, inviting them to meet. 24 shareholders
accepted this invitation and we conducted a total of 37 meetings
during the engagement exercise.
The feedback received from this process informed us that the
primary reason for the limited support for the DRR was the approach
taken to setting the incoming CEO's remuneration on appointment.
Specifically, whilst the majority of shareholders agreed that the
fixed pay level for the new CEO appropriately reflected the size
and complexity of the role, there was a preference that alignment
with the market could have been achieved gradually, rather than in
one step on appointment.
The Compensation Committee considered this feedback carefully
and the Board has decided to freeze the CEO's fixed pay for the
next two years. Therefore, he will not be eligible for a fixed pay
increase in 2024 or 2025, with the Compensation Committee next
reviewing his fixed pay level in 2026. This approach of restricting
any increases over the first years of appointment is intended to
reflect and align with shareholder views in the engagement process
that market alignment should be achieved in 2-3 years following
appointment.
Discussions with shareholders were not limited to the response
to the vote. We have also started discussions with shareholders on
the renewal of our Remuneration Policy in 2024 and its
implementation. The feedback received to date has been valuable and
will help to shape our final proposals. We will engage further with
shareholders on the Remuneration Policy as required ahead of the
Committee finalising the proposed approach which will be published
in the remuneration report early next year.
We would like to thank all the shareholders who spent time spent
engaging with us. The perspectives of our major shareholders are a
critical input into the Committee's deliberations, and we continue
to be committed to ongoing and open dialogue, including as we
consider our 2024 Remuneration Policy.
Unilever PLC is publishing this statement as required by the UK
Corporate Governance Code in response to the votes received against
the DRR resolution at our AGM on 3 May 2023.
Andrea Jung
Chair of the Compensation Committee
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