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
 
May 06, 2026
 
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  ✔         Form 40-F __
 
 
 
 
6 May 2026
 
Smith & Nephew plc (the "Company")
 
The Company announces the results of the voting by poll on the resolutions put to its Annual General Meeting ("AGM") held on 6th May 2026. All resolutions proposed were passed by shareholders and the results of the polls are as follows:
 
 
 
 
Resolution
 
For/Discretion
(Number of
votes)
 
Percentage For/Discretion
(%)
 
Against
(Number of
votes)
 
Percentage
Against
(%)
 
Total votes validly cast
Percentage  of relevant shares
in issue
(%)
 
Withheld
(Number of votes)
 
Ordinary resolutions 
 
 
 
 
 
 
 
 
1
To receive the audited accounts
  701,720,687
99.83
 1,189,872
0.17
702,910,559
82.30
13,251,682
2
To approve the Directors' Remuneration Policy
    426,166,391
59.70
 287,672,268
40.30
713,838,659
83.58
 2,323,582
3
To approve the Directors' Remuneration Report (excluding Policy)
  691,628,922
96.61
 24,283,741
3.39
715,912,663
83.82
 249,578
4
To declare a final dividend
  715,445,967
99.99
 36,145
0.01
715,482,112
83.77
 680,129
5
To elect David King
  711,053,901
99.39
 4,354,464
0.61
715,408,365
83.77
 753,876
6
To elect Garheng Kong
  701,473,365
98.07
 13,821,613
1.93
715,294,978
83.75
 867,263
7
To elect Thérèse Esperdy
  703,540,788
98.34
 11,862,044
1.66
715,402,832
83.77
 759,409
8
To re-elect Jo Hallas
  714,550,262
99.88
 845,741
0.12
715,396,003
83.76
 766,238
9
To re-elect Simon Lowth
  702,056,850
98.14
 13,310,805
1.86
715,367,655
83.76
 794,586
10
To re-elect John Ma
  713,860,807
99.79
 1,519,653
0.21
715,380,460
83.76
 781,781
11
To re-elect Jeremy Maiden
  713,628,340
99.76
 1,742,012
0.24
715,370,352
83.76
 791,889
12
To re-elect Katarzyna Mazur-   Hofsaess
  712,983,859
99.67
 2,389,726
0.33
715,373,585
83.76
 788,656
13
To re-elect Deepak Nath
  711,720,178
99.49
 3,660,635
0.51
715,380,813
83.76
 781,428
14
To re-elect Marc Owen
   696,401,457
97.83
 15,432,721
2.17
711,834,178
83.35
 4,328,063
15
To re-elect John Rogers
   708,060,904
98.98
 7,331,024
1.02
715,391,928
83.76
 770,313
16
To re-elect Rupert Soames OBE
   601,978,910
84.15
 113,384,207
15.85
715,363,117
83.76
 799,124
17
To re-elect Sybella Stanley
   673,036,740
94.08
 42,337,308
5.92
715,374,048
83.76
 788,193
18
To re-appoint Deloitte LLP as the Auditor
  715,341,630
99.98
 121,272
0.02
715,462,902
83.77
 729,339
19
To authorise the Audit Committee to determine the remuneration of the Auditor
  715,293,265
99.99
 96,821
0.01
715,390,086
83.76
 772,155
20
To renew the authorisation of the Directors to allot shares
  677,769,352
94.75
 37,578,471
5.25
715,347,823
83.76
 814,418
21
To approve the Performance Share Plan 2026
 
  428,985,861
60.14
 284,276,034
39.86
713,261,895
83.51
 2,900,346
22
To approve the Global Employee Share Purchase Plan 2026
  707,073,344
98.96
 7,404,046
1.04
714,477,390
83.66
 1,684,851
 
Special resolutions
 
 
 
 
 
 
 
 
23
To renew the Directors'authorityfor the disapplication of the pre-emption rights
 668,343,773
93.44
46,942,568
6.56
715,286,341
83.75
 875,900
24
To renew the Directors' authority for the disapplication of the pre-emption rights for the purposes of acquisitions or other capital investments
 647,014,053
90.45
68,316,209
9.55
715,330,262
83.76
 831,979
25
To renew the Directors' limited authority to make market purchases of the Company's own shares
 713,488,644
99.89
 792,946
0.11
714,281,590
83.63
 1,880,651
26
To authorise general meetings to be held on 14 clear days' notice
 658,126,204
92.00
 57,266,491
8.00
715,392,695
83.76
 769,546
27
To adopt new Articles
of Association
 714,042,172
99.82
 1,268,469
0.18
715,310,641
83.75
 851,600
 
The Board is grateful for the engagement of shareholders and proxy agencies in our extensive consultation exercise ahead of the AGM and is pleased that all resolutions were passed at today's Annual General Meeting. The Board notes that, although they were approved, Resolution 2 on the Directors' Remuneration Policy and Resolution 21 on the Performance Share Plan received less than 80% support and accordingly we will continue to engage with shareholders and proxy advisers, and provide an update on further consultations within six months of today's AGM in accordance with the UK Corporate Governance Code.
 
The number of ordinary shares in issue on 1 May 2026 at 6pm (excluding shares held in Treasury) was 854,049,145. Shareholders are entitled to one vote per share.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
 
In accordance with Listing Rule 6.4.2, a copy of the resolutions, passed as Special Business, will be submitted to the FCA National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
 
 
Helen Barraclough
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
 
LEI: 213800ZTMDN8S67S1H61
 
 
 
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.
 
 
 
 
 
 
Smith & Nephew plc
 
 
(Registrant)
 
 
 
 
 
 
Date: May 06, 2026
By:
/s/ Helen Barraclough
 
 
Helen Barraclough
 
 
Company Secretary