HSBC: 2026 AGM Approves All Board-Backed Resolutions; Shareholder Motions Defeated

Bulletin Express
05/08

HSBC Holdings plc reported that shareholders approved all 15 board-proposed resolutions at the Annual General Meeting on 8 May 2026, while two shareholder-requisitioned items were decisively rejected.

Participation and Voting Structure • Approximately 9.43 billion votes were cast on each resolution, representing 54.90% of the 17.18 billion issued shares. • Support for the board’s resolutions ranged from 94.71% to 99.89%, reflecting broad shareholder alignment.

Key Ordinary Resolutions Passed 1. 2025 Annual Report and Accounts received 99.25% approval (9.35 billion votes). 2. Directors’ Remuneration Report secured 96.57% support. 3. All 13 directors standing for election or re-election were confirmed. The narrowest margins were for: – James Forese: 91.94% in favour. – Brendan Nelson: 92.26% in favour. 4. PricewaterhouseCoopers LLP re-appointed as auditor with 96.36% approval, and the Group Audit Committee authorised to set its remuneration (98.11% approval). 5. Authorisation granted for political donations (98.33% support) and for directors to allot shares (94.71% support).

Special Resolutions Passed • Pre-emption rights disapplied for general issuances (98.89% support) and for acquisitions (98.90%). • Authority to purchase up to 10% of issued shares passed with 99.88% support, alongside approval of the related repurchase contract (99.89%). • Contingent Convertible Securities issuance authorities approved, including pre-emption disapplication (99.39% support). • Shareholders authorised the company to convene general meetings on 14 clear days’ notice (95.21% support).

Shareholder-Requisitioned Resolutions • “Midland Clawback Campaign 1” and “Midland Clawback Campaign 2” each garnered less than 4.10% support and therefore failed.

Board and Committee Changes Directorate and committee alterations announced on 6 May 2026 took effect at the close of the AGM. Independent Non-Executive Chairman Brendan Nelson continues to lead a board comprising 13 independent non-executive directors and one executive director.

Administrative Details • Computershare Investor Services PLC acted as poll scrutineer. • No shares were held in treasury, and there were no imposed voting restrictions or required abstentions under Hong Kong Listing Rules.

The voting outcomes affirm shareholder endorsement of HSBC’s governance, capital authorities and board composition for the coming year.

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