NESTLÉ S.A. Summary Minutes
of the 157th Annual General Meeting of Nestlé S.A.
held on April 18, 2024 at 2.30 pm SwissTech Convention Center EPFL
Rue Louis Favre 2, 1024 Ecublens (Lausanne), Switzerland
Chair: Paul Bulcke, Chairman of the Board of Directors
Minutes: David Frick, Secretary to the Board of Directors
Independent Representative pursuant to article 689c of the Swiss Code of Obligations: Hartmann Dreyer, Attorneys-at-law, P.O. Box, 1701 Fribourg.
Statutory Auditors:
Ernst & Young SA, Lausanne branch, the statutory auditors, were represented by Jeanne Boillet and André Schaub.
Notary Public:
Martin Habs, notary in Lausanne, was present to issue in the form of a deed the minutes of the decision taken in points 4.2, 6 and 7 as well as of a declaration in point 4.1.
Attendance:
At 2.30 pm, 1 107 shareholders were present or represented, which corresponds to 1 460 758 722 votes (79.5% of the shares entitled to vote, respectively 54.7% of the share capital), of which:
Shareholders or their representatives | 9 805 510 votes | 0.7 % |
Independent Representative | 1 450 953 212 votes | 99.3 % |
Agenda
1 Annual Report 2023
1.1 Annual Review, financial statements of Nestlé S.A. and consolidated financial statements of the Nestlé Group for 2023
The Board of Directors proposed the approval of the Annual Review, the financial statements of Nestlé S.A. and the consolidated financial statements of the Nestlé Group for 2023.
Interventions: 7
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 707 218 | |
Absolute majority | 730 353 610 | |
Votes in favour | 1 453 112 695 | 99.48 % |
Votes against | 3 728 063 | 0.26 % |
Abstentions | 3 866 460 | 0.26 % |
1
1.2 Advisory vote on the Compensation Report 2023
The Board of Directors proposed the acceptance of the Compensation Report 2023 (advisory vote).
Interventions: none
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 700 083 | |
Absolute majority | 730 350 042 | |
Votes in favour | 1 224 475 222 | 83.83 % |
Votes against | 212 637 250 | 14.56 % |
Abstentions | 23 587 611 | 1.61 % |
1.3 Advisory vote on the Creating Shared Value and Sustainability Report 2023
The Board of Directors proposed the acceptance of the Creating Shared Value and Sustain- ability Report 2023 (advisory vote).
Interventions: none
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 711 043 | |
Absolute majority | 730 355 522 | |
Votes in favour | 1 332 565 712 | 91.23 % |
Votes against | 118 585 283 | 8.12 % |
Abstentions | 9 560 048 | 0.65 % |
2 Discharge of the Board of Directors and of the Management
The Board of Directors proposed to grant discharge to the members of the Board of Directors and of the Management for the financial year 2023.
Interventions: none
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 711 043 | |
Absolute majority | 730 355 522 | |
Votes in favour | 1 431 630 160 | 98.01 % |
Votes against | 18 580 413 | 1.27 % |
Abstentions | 10 500 470 | 0.72 % |
2
3 Appropriation of available earnings resulting from the balance sheet of Nestlé S.A.
The Board of Directors proposed to approve the appropriation of available earnings resulting from the balance sheet of Nestlé S.A. as follows:
Retained earnings | |||
Profit brought forward from 2022 | CHF | 16 204 510 328 | |
Dividend on own shares not distributed (a) | CHF | 283 919 753 | |
Cancellation of 80 000 000 shares (share buy-back) | CHF | (9 136 617 465) | |
Profit for the year 2023 | CHF | 12 671 082 922 | |
Total | CHF | 20 022 895 538 | |
Proposed appropriation | |||
Dividend for 2023, CHF 3.00 per share | |||
on 2 670 000 000 shares (b) | |||
(2022: CHF 2.95 on 2 750 000 000 shares) | CHF | 8 010 000 000 | |
Retained earnings to be carried forward | CHF | 12 012 895 538 |
Interventions: none
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 710 843 | |
Absolute majority | 730 355 422 | |
Votes in favour | 1 456 709 187 | 99.73 % |
Votes against | 2 504 154 | 0.17 % |
Abstentions | 1 497 502 | 0.10 % |
4 Elections
4.1 Re-elections of the Chair and of the members of the Board of Directors Interventions: 1
4.1.1 Paul Bulcke
The Board of Directors proposed the re-election of Paul Bulcke as member and as Chairman of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 703 893 | |
Absolute majority | 730 351 947 | |
Votes in favour | 1 278 637 808 | 87.53 % |
Votes against | 176 243 114 | 12.07 % |
Abstentions | 5 822 971 | 0.40 % |
- The amount of CHF 8 112 500 000 proposed to be distributed as dividend for 2022 was reduced by CHF 283 919 753 due to 96 243 984 treasury shares held by the Nestlé Group at the dividend payment date.
- Depending on the number of shares issued as of the last trading day with entitlement to receive the dividend (April 19, 2024). No dividend is paid on own shares held by the Nestlé Group.
3
4.1.2 Ulf Mark Schneider
The Board of Directors proposed the re-election of Ulf Mark Schneider as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 680 676 | |
Absolute majority | 730 340 339 | |
Votes in favour | 1 318 096 538 | 90.24 % |
Votes against | 138 363 124 | 9.47 % |
Abstentions | 4 221 014 | 0.29 % |
4.1.3 Renato Fassbind
The Board of Directors proposed the re-election of Renato Fassbind as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 705 556 | |
Absolute majority | 730 352 779 | |
Votes in favour | 1 443 965 312 | 98.86 % |
Votes against | 13 790 295 | 0.94 % |
Abstentions | 2 949 949 | 0.20 % |
4.1.4 Pablo Isla
The Board of Directors proposed the re-election of Pablo Isla as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 712 406 | |
Absolute majority | 730 356 204 | |
Votes in favour | 1 379 099 728 | 94.41 % |
Votes against | 78 405 699 | 5.37 % |
Abstentions | 3 206 979 | 0.22 % |
4.1.5 Patrick Aebischer
The Board of Directors proposed the re-election of Patrick Aebischer as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 702 410 | |
Absolute majority | 730 351 206 | |
Votes in favour | 1 444 563 730 | 98.89 % |
Votes against | 13 074 465 | 0.90 % |
Abstentions | 3 064 215 | 0.21 % |
4
4.1.6 Dick Boer
The Board of Directors proposed the re-election of Dick Boer as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 705 356 | |
Absolute majority | 730 352 679 | |
Votes in favour | 1 437 940 972 | 98.44 % |
Votes against | 18 829 161 | 1.29 % |
Abstentions | 3 935 223 | 0.27 % |
4.1.7 Dinesh Paliwal
The Board of Directors proposed the re-election of Dinesh Paliwal as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 691 556 | |
Absolute majority | 730 345 779 | |
Votes in favour | 1 434 826 904 | 98.23 % |
Votes against | 22 771 602 | 1.56 % |
Abstentions | 3 093 050 | 0.21 % |
4.1.8 Hanne Jimenez de Mora
The Board of Directors proposed the re-election of Hanne Jimenez de Mora as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 712 406 | |
Absolute majority | 730 356 204 | |
Votes in favour | 1 451 410 611 | 99.36 % |
Votes against | 6 581 108 | 0.45 % |
Abstentions | 2 720 687 | 0.19 % |
4.1.9 Lindiwe Majele Sibanda
The Board of Directors proposed the re-election of Lindiwe Majele Sibanda as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 690 896 | |
Absolute majority | 730 345 449 | |
Votes in favour | 1 450 811 238 | 99.32 % |
Votes against | 5 960 999 | 0.41 % |
Abstentions | 3 918 659 | 0.27 % |
5
4.1.10 Chris Leong
The Board of Directors proposed the re-election of Chris Leong as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 705 411 | |
Absolute majority | 730 352 706 | |
Votes in favour | 1 448 500 053 | 99.16 % |
Votes against | 5 087 257 | 0.35 % |
Abstentions | 7 118 101 | 0.49 % |
4.1.11 Luca Maestri
The Board of Directors proposed the re-election of Luca Maestri as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 705 441 | |
Absolute majority | 730 352 721 | |
Votes in favour | 1 449 559 024 | 99.24 % |
Votes against | 8 216 244 | 0.56 % |
Abstentions | 2 930 173 | 0.20 % |
4.1.12 Rainer Blair
The Board of Directors proposed the re-election of Rainer Blair as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 705 556 | |
Absolute majority | 730 352 779 | |
Votes in favour | 1 453 301 154 | 99.49 % |
Votes against | 3 513 940 | 0.24 % |
Abstentions | 3 890 462 | 0.27 % |
4.1.13 Marie-GabrielleIneichen-Fleisch
The Board of Directors proposed the re-election of Marie-GabrielleIneichen-Fleisch as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 688 936 | |
Absolute majority | 730 344 469 | |
Votes in favour | 1 436 035 832 | 98.31 % |
Votes against | 20 430 722 | 1.40 % |
Abstentions | 4 222 382 | 0.29 % |
6
4.2 Election to the Board of Directors
The Board of Directors proposed the election of Geraldine Matchett as member of the Board of Directors for a term of office until the end of the next Annual General Meeting.
Interventions: none
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 706 824 | |
Absolute majority | 730 353 413 | |
Votes in favour | 1 455 167 122 | 99.62 % |
Votes against | 2 494 484 | 0.17 % |
Abstentions | 3 045 218 | 0.21 % |
4.3 Elections of the members of the Compensation Committee Interventions: none
4.3.1 Dick Boer
The Board of Directors proposed the election of Dick Boer as member of the Compensation Committee for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 725 936 | |
Absolute majority | 730 362 969 | |
Votes in favour | 1 375 978 819 | 94.20 % |
Votes against | 79 783 405 | 5.46 % |
Abstentions | 4 963 712 | 0.34 % |
4.3.2 Patrick Aebischer
The Board of Directors proposed the election of Patrick Aebischer as member of the Compensation Committee for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 726 085 | |
Absolute majority | 730 363 043 | |
Votes in favour | 1 418 034 843 | 97.08 % |
Votes against | 39 190 738 | 2.68 % |
Abstentions | 3 500 504 | 0.24 % |
4.3.3 Pablo Isla
The Board of Directors proposed the election of Pablo Isla as member of the Compensation Committee for a term of office until the end of the next Annual General Meeting.
7
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 724 851 | |
Absolute majority | 730 362 426 | |
Votes in favour | 1 354 394 387 | 92.72 % |
Votes against | 101 915 906 | 6.98 % |
Abstentions | 4 414 558 | 0.30 % |
4.3.4 Dinesh Paliwal
The Board of Directors proposed the election of Dinesh Paliwal as member of the Compensation Committee for a term of office until the end of the next Annual General Meeting.
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 704 876 | |
Absolute majority | 730 352 439 | |
Votes in favour | 1 411 247 732 | 96.61 % |
Votes against | 45 405 146 | 3.11 % |
Abstentions | 4 051 998 | 0.28 % |
4.4 Election of the statutory auditors
The Board of Directors proposed the re-election of Ernst & Young Ltd, Lausanne branch, as statutory auditors for the financial year 2024.
Interventions: 1
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 688 996 | |
Absolute majority | 730 344 499 | |
Votes in favour | 1 453 547 239 | 99.51 % |
Votes against | 4 032 878 | 0.28 % |
Abstentions | 3 108 879 | 0.21 % |
4.5 Election of the Independent Representative
The Board of Directors proposed the re-election of Hartmann Dreyer, Attorneys-at-law, P.O. Box, 1701 Fribourg, Switzerland, as Independent Representative, for a term of office until the end of the next Annual General Meeting.
Interventions: none
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 684 449 | |
Absolute majority | 730 342 225 | |
Votes in favour | 1 456 983 665 | 99.75 % |
Votes against | 1 047 426 | 0.07 % |
Abstentions | 2 653 358 | 0.18 % |
8
5 Compensation of the Board of Directors and of the Executive Board
5.1 Compensation of the Board of Directors
The Board of Directors proposed the approval, prospectively, for the period from the Annual General Meeting 2024 to the Annual General Meeting 2025, of a total compensation for the 13 non-executive members of the Board of Directors (including the Chairman, but excluding the CEO) of CHF 10.0 million, including approximately CHF 3.0 million in cash remuneration, CHF 6.5 million in Nestlé S.A. shares (blocked for a 3-year period) and CHF 0.5 million for social security contributions and other fees.
Interventions: none
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 585 301 | |
Absolute majority | 730 292 651 | |
Votes in favour | 1 393 977 984 | 95.44 % |
Votes against | 60 683 536 | 4.15 % |
Abstentions | 5 923 781 | 0.41 % |
5.2 Compensation of the Executive Board
The Board of Directors proposed the approval, prospectively, for the period from January 1, 2025 to December 31, 2025, of a total maximum amount of compensation for the 16 members of the Executive Board, including the CEO, of CHF 80 million, including approximately CHF 18.5 million for base salary, CHF 28 million for short-term bonus (based on maximum target achievement), CHF 21 million for long-term incentive plans (based on market value at grant), CHF 6.5 million for contributions for future pension benefits and CHF 6.0 million for social security contributions, other benefits and unforeseen expenses.
Interventions: none
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 703 024 | |
Absolute majority | 730 351 513 | |
Votes in favour | 1 281 816 070 | 87.75 % |
Votes against | 171 215 320 | 11.72 % |
Abstentions | 7 671 634 | 0.53 % |
6 Capital reduction
The Board of Directors proposed the reduction of the share capital of CHF 267 000 000 by CHF 5 000 000 to CHF 262 000 000 by cancellation of 50 000 000 own shares repurchased under the ongoing share buyback program, the amount of the capital reduction being allocated to reduce correspondingly the position of own shares in the balance sheet.
Interventions: none
9
The General Meeting approved the proposal of the Board of Directors as follows:
Votes | 1 460 703 682 | |
Absolute majority | 730 351 842 | |
Votes in favour | 1 454 986 985 | 99.60 % |
Votes against | 2 996 491 | 0.21 % |
Abstentions | 2 720 206 | 0.19 % |
7 Shareholder proposal for an Amendment to the Articles of Association regarding sales of healthier and less healthy food
Shareholders acting through ShareAction proposed, in accordance with art. 9 para. 3 of
Nestlé S.A.'s Articles of Association, to amend the Company's Articles of Association by adding an art. 23bis, as set out in the Invitation to the Annual General Meeting.
Interventions: 4
The General Meeting rejected the proposal of the Shareholders acting through ShareAction as follows:
Votes | 1 460 653 666 | |
Absolute majority | 730 326 834 | |
Votes in favour | 161 736 942 | 11.07 % |
Votes against | 1 283 578 863 | 87.88 % |
Abstentions | 15 337 861 | 1.05 % |
The Annual General Meeting closed at 17.34 pm
10
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Nestlé SA published this content on 22 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 April 2024 13:33:03 UTC.
