REG - Unilever PLC - Statement re AGM Vote

UnileverAnnouncement

30/10/2025 12:00

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RNS Number : 5396F  Unilever PLC  30 October 2025

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: Investor.Relations@unilever.com
(mailto:Investor.Relations@unilever.com)

Unilever Press Office: Press-Office.London@unilever.com
(mailto:Press-Office.London@unilever.com)

 

 

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.

 

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