Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 25 2023 - 6:36AM
Edgar (US Regulatory)
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 25, 2023
Commission File Number 001-37791
COCA-COLA EUROPACIFIC PARTNERS PLC
Pemberton House, Bakers Road
Uxbridge, UB8 1EZ, United Kingdom
(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.)
(Check One) Form 20-F ý Form 40-F D ¨
Coca-Cola Europacific Partners plc – Results of 2023 Annual General Meeting
The Annual General Meeting of Coca-Cola Europacific Partners plc (the “Company”) was held at 1A Wimpole Street, London, W1G 0EA, United Kingdom on 24 May 2023.
All 30 resolutions put to the members were passed on a poll. Accordingly, resolutions 1 to 25 were passed as ordinary resolutions and resolutions 26 to 30 were passed as special resolutions.
The results of the polls are set out below:
| | | | | | | | | | | | | | | | | | | | | | | |
| Resolution | For (see note 1) | Against (see note 1) | Issued share capital represented by votes (see note 2) % | Votes withheld (see note 3) |
| Votes | % | Votes | % |
| 1 | Receipt of the Report and Accounts | 401,608,982 | 99.99 | 26,657 | 0.01 | 87.53 | 128,634 |
| 2 | Approval of the Directors’ Remuneration Policy | 398,060,389 | 99.1 | 3,633,330 | 0.9 | 87.54 | 70,554 |
| 3 | Approval of the Directors’ Remuneration Report | 326,900,982 | 81.46 | 74,386,007 | 18.54 | 87.46 | 477,284 |
| 4 | Election of Mary Harris as a director of the Company | 396,165,343 | 98.62 | 5,556,799 | 1.38 | 87.55 | 42,131 |
| 5 | Election of Nicolas Mirzayantz as a director of the Company | 400,647,801 | 99.73 | 1,072,640 | 0.27 | 87.55 | 43,832 |
| 6 | Election of Nancy Quan as a director of the Company | 398,247,371 | 99.15 | 3,424,603 | 0.85 | 87.54 | 92,299 |
| | | | | | | | | | | | | | | | | | | | | | | |
| 7 | Re-election of Manolo Arroyo as a director of the Company | 327,016,025 | 81.52 | 74,146,730 | 18.48 | 87.43 | 601,518 |
| 8 | Re-election of John Bryant as a director of the Company | 383,925,736 | 95.57 | 17,796,001 | 4.43 | 87.55 | 42,536 |
| 9 | Re-election of José Ignacio Comenge as a director of the Company | 340,400,836 | 84.85 | 60,755,599 | 15.15 | 87.43 | 607,838 |
| 10 | Re-election of Damian Gammell as a director of the Company | 399,665,278 | 99.49 | 2,051,202 | 0.51 | 87.55 | 47,793 |
| 11 | Re-election of Nathalie Gaveau as a director of the Company | 400,239,659 | 99.63 | 1,481,491 | 0.37 | 87.55 | 43,123 |
| 12 | Re-election of Álvaro Gómez-Trénor Aguilar as a director of the Company | 398,255,592 | 99.15 | 3,410,195 | 0.85 | 87.54 | 98,486 |
| 13 | Re-election of Thomas H Johnson as a director of the Company | 380,352,717 | 94.68 | 21,369,090 | 5.32 | 87.55 | 42,466 |
| | | | | | | | | | | | | | | | | | | | | | | |
| 14 | Re-election of Dagmar Kollmann as a director of the Company | 396,872,734 | 98.79 | 4,849,967 | 1.21 | 87.55 | 41,572 |
| 15 | Re-election of Alfonso Líbano Daurella as a director of the Company | 398,282,906 | 99.16 | 3,388,947 | 0.84 | 87.54 | 92,420 |
| 16 | Re-election of Mark Price as a director of the Company | 397,432,894 | 98.93 | 4,289,121 | 1.07 | 87.55 | 42,258 |
| 17 | Re-election of Mario Rotllant Solá as a director of the Company | 398,299,343 | 99.16 | 3,371,732 | 0.84 | 87.54 | 93,198 |
| 18 | Re-election of Dessi Temperley as a director of the Company | 395,888,495 | 98.55 | 5,826,476 | 1.45 | 87.55 | 49,302 |
| 19 | Re-election of Garry Watts as a director of the Company | 400,282,236 | 99.64 | 1,440,199 | 0.36 | 87.55 | 41,838 |
| 20 | Reappointment of the Auditor | 394,397,371 | 98.18 | 7,312,398 | 1.82 | 87.55 | 54,504 |
| 21 | Remuneration of the Auditor | 400,455,127 | 99.69 | 1,244,559 | 0.31 | 87.55 | 64,587 |
| 22 | Political Donations | 400,327,265 | 99.84 | 634,426 | 0.16 | 87.38 | 802,582 |
| | | | | | | | | | | | | | | | | | | | | | | |
| 23 | Authority to allot new shares | 390,691,176 | 97.26 | 10,997,388 | 2.74 | 87.54 | 75,709 |
| 24 | Waiver of mandatory offer provisions set out in Rule 9 of the Takeover Code (see note 4) | 183,391,655 | 78.07 | 51,524,688 | 21.93 | 51.2 | 166,847,930 |
| 25 | Approval of Long Term Incentive Plan | 398,632,467 | 99.24 | 3,054,500 | 0.76 | 87.54 | 77,306 |
| 26 | General authority to disapply pre-emption rights | 398,050,840 | 99.38 | 2,465,812 | 0.62 | 87.29 | 1,247,621 |
| 27 | General authority to disapply pre-emption rights in connection with an acquisition or specified capital investment | 397,109,783 | 99.14 | 3,462,858 | 0.86 | 87.3 | 1,191,632 |
| 28 | Authority to purchase own shares on market | 400,401,708 | 99.78 | 873,833 | 0.22 | 87.45 | 488,732 |
| | | | | | | | | | | | | | | | | | | | | | | |
| 29 | Authority to purchase own shares off market | 394,934,181 | 98.42 | 6,335,082 | 1.58 | 87.45 | 495,010 |
| 30 | Notice period for general meetings other than annual general meetings | 390,811,804 | 97.29 | 10,895,895 | 2.71 | 87.55 | 56,574 |
Notes:
| | | | | |
| 1 | Votes “For” and “Against” are expressed as a percentage of votes received.
|
| 2 | As at 4.30pm on Monday 22 May 2023, the time by which shareholders who wanted to attend, speak and vote at the AGM must have been entered on the Company’s register of members, there were 458,846,191 ordinary shares in issue.
|
| 3 | A “Vote Withheld” is not a vote in law and is not counted in the calculation of the proportion of votes “For” or “Against” a resolution.
|
| 4 | Resolution 24 was put to the AGM as a resolution of the shareholders of the Company other than Olive Partners, S.A. (“Olive”) or any concert party of Olive. |
Resolution 24, being the ordinary resolution to approve the waiver by the Panel on Takeovers and Mergers under Rule 9 of the City Code on Takeovers and Mergers (the “Rule 9 waiver”) in connection with the Company’s buyback programme was duly passed by 78.07% of the votes cast by the independent shareholders of the Company (being shareholders other than Olive and its presumed concert parties) with 21.93% of votes against. Resolution 24 is a standing agenda item at each Annual General Meeting to enable CCEP to exercise the authorities under Resolution 28 to purchase its own shares on market and Resolution 29 to purchase its own shares off market, which were passed with majorities of 99.78% and 98.42% respectively. This will enable CCEP to make use of the option to return value to shareholders through a possible future buyback programme. Had Resolution 24 not been passed, the Company would not have been able to effect such buyback programmes, as explained in the Notice of AGM and also in the Letter to Shareholders issued via RNS on 15 May 2023. CCEP intends to continue to engage with ISS on their standing policy to recommend a vote against a Rule 9 waiver which we believe may be influencing investor decisions in this regard. In addition, CCEP will continue to engage, in normal course and as appropriate, with shareholders who did not support Resolution 24 to understand the reasons for their vote against the proposal and to continue a transparent and constructive dialogue on this topic.
Olive is currently interested in 166,128,987 shares in the Company and the Waiver does not entitle Olive to be interested in a greater number of shares. The Waiver would allow Olive’s interest in shares as a percentage of the Company’s total shares to increase as a result of the exercise of the Company’s authorities to purchase its own shares, but only to the extent that the resulting interest of Olive, together with any concert parties, in the shares of the Company did not then exceed 40.2797%.
In accordance with Listing Rule 14.3.6R, copies of the resolutions that do not constitute ordinary business at an annual general meeting will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
CONTACTS
| | | | | | | | |
Company Secretariat
Clare Wardle | Investor Relations
Sarah Willett | Media Relations
Shanna Wendt |
| T +44 20 7355 8406 | +44 7970 145 218 | T +44 7976 595 168 |
About CCEP
Coca-Cola Europacific Partners is one of the leading consumer goods companies. We make, move and sell some of the world’s most loved brands – serving 600 million consumers and helping 2 million customers across 29 countries grow. We combine the strength and scale of a large, multi-national business with an expert, local knowledge of the customers we serve and communities we support. The Company is currently listed on Euronext Amsterdam, the NASDAQ Global Select Market, London Stock Exchange and on the Spanish Stock Exchanges, trading under the symbol CCEP.
For more information about CCEP, please visit www.cocacolaep.com & follow CCEP on Twitter at @CocaColaEP
SIGNATURE
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 hereunto duly authorized.
| | | | | | | | |
| COCA-COLA EUROPACIFIC PARTNERS PLC |
| | (Registrant) |
| Date: May 25, 2023 | By: | /s/ Clare Wardle |
| Name: | Clare Wardle |
| Title: | General Counsel & Company Secretary |
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