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GlaxoSmithKline PLC Proxy Solicitation & Information Statement 2022

Mar 28, 2022

5262_agm-r_2022-03-28_32611474-1b99-408a-9ddb-163c2a6d1311.pdf

Proxy Solicitation & Information Statement

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Annual General Meeting 2022 (AGM)

Sofitel London Heathrow, Terminal 5, London Heathrow Airport, TW6 2GD on Wednesday 4 May 2022 at 2.30pm

Notice of Availability

The GlaxoSmithKline plc (GSK) 2021 Annual Report and 2022 Notice of Annual General Meeting are now available to view and/or download in the Investors section of www.gsk. com. If attending the physical AGM, please bring this proxy card with you and try to arrive by 1.30pm to allow for registration and security clearance. You do not need to pre-register.

Electronic AGM

The AGM will also be broadcast live for you to join and participate electronically via the AGM website at https://web.lumiagm.com. Please refer to the enclosed AGM Guide or follow the instructions in the Notice of Meeting. You will need the following details to access the AGM website:

Meeting ID: 180-053-901

SRN:

PIN:

Shareholders are encouraged to check our website in advance of the AGM to ensure they are informed of any changes to restrictions on physical attendance: www.gsk.com/agm.

How to vote your shares at the AGM

Before completing the Proxy Form, please read the notes on appointing a proxy overleaf. You can submit your proxy instructions online (Option 1 below) or by completing and returning the Proxy Form to Equiniti (Option 2 below). In either case, your proxy instructions must be received by Equiniti by 2.30pm on Friday 29 April 2022. If you do not wish anyone other than the company or Equiniti to see the Proxy Form you may send it in an envelope to: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU. No postage is required if posted within the United Kingdom. If the Proxy Form is posted outside of the United Kingdom, you should return it in an envelope, with the postage paid, to Equiniti, Aspect House, Spencer Road, Lancing, BN99 6DA.

Option 1 Vote Online
Voting ID
please go to www.sharevote.co.uk and follow the on-screen instructions.
Task ID
Shareholder reference number
Shareholder reference number
2172-0036
AGM 2022 Proxy Form I/We, the undersigned, being a member/members of GlaxoSmithKline plc, appoint the following person
Number of shares
or failing that person, the Chair of the Meeting, as my/our proxy to attend/speak and vote on my/our behalf at the GlaxoSmithKline plc AGM
to be held on Wednesday 4 May 2022 and at any adjournment thereof, and direct that my/our proxy will vote (or withhold my/our vote) on
each of the resolutions referred to in the Notice of Annual General Meeting as indicated with a cross in the appropriate spaces below:
Option 2 I want to give voting instructions as follows
Ordinary Business
1 To receive and adopt the 2021 Annual Report
2 To approve the Annual report on remuneration
3 To approve the Remuneration policy set out in the
Vote
For
Against
withheld
18 To determine remuneration of the auditor
Special Business
19 To authorise the company and its subsidiaries
For Against Vote
withheld
2021 Annual Report
4 To elect Dr Anne Beal as a Director
5 To elect Dr Harry C. Dietz as a Director
6 To re-elect Sir Jonathan Symonds as a Director
7 To re-elect Dame Emma Walmsley as a Director
8 To re-elect Charles Bancroft as a Director
to make donations to political organisations and
incur political expenditure
20 To authorise allotment of shares
21 To disapply pre-emption rights – general power
22 To disapply pre-emption rights – in connection with
an acquisition or specified capital investment
9 To re-elect Vindi Banga as a Director
10 To re-elect Dr Hal Barron as a Director
11 To re-elect Dame Vivienne Cox as a Director
12 To re-elect Lynn Elsenhans as a Director
23 To authorise the company to purchase its own shares*
24 To authorise exemption from statement of name of
senior statutory auditor
25 To authorise reduced notice of a general meeting
13 To re-elect Dr Laurie Glimcher as a Director
14 To re-elect Dr Jesse Goodman as a Director
15 To re-elect Iain Mackay as a Director
16 To re-elect Urs Rohner as a Director
other than an AGM
26 To approve the GlaxoSmithKline plc Share Save Plan 2022
27 To approve the GlaxoSmithKline plc Share Reward Plan 2022
28 To approve adoption of new Articles of Association
17 To re-appoint the auditor * Indicates a special resolution.
Signature of shareholder or duly authorised attorney or, for a corporate shareholder, common seal or signature of an authorised officer, attorney or other person
Date

Perf

AGM 2022

Directions

By Underground:

Take the Piccadilly Line to Heathrow Terminal 5. Then follow signs on Arrivals level for the Sofitel London Heathrow directing you to the lifts and footbridge taking you directly to the hotel.

By Train:

Take the Heathrow Express Train to Heathrow Terminal 5. Then follow signs on Arrivals level for the Sofitel London Heathrow directing you to the lifts and footbridge taking you directly to the hotel.

By Road: From North – M1/M40/M11 – M25 then exit at Junction 14 signposted to Heathrow Terminal 5 and follow signs for Sofitel London Heathrow;

From South – M3/M23-M25 then exit at Junction 14 to Heathrow Terminal 5 and follow signs for Sofitel London Heathrow;

Notes on appointing a proxy

    1. If you wish to appoint as your proxy someone other than the Chair of the Meeting, insert the name of your chosen proxy in the space provided in the first box on the Proxy Form (and refer to Note 10 for information on how to obtain log in details to enable your proxy to access the electronic AGM). If the proxy is being appointed in relation to part of your holding only, enter the number of shares over which the proxy is authorised to act as your proxy in the box next to the proxy's name. If this box is left blank, your proxy will be authorised in respect of your full voting entitlement.
    1. To appoint more than one proxy, you should obtain additional Proxy Forms from the company's registrar, Equiniti, or you may photocopy the Proxy Form. Ensure that you specify the number of shares over which each proxy can act, as in Note 1 above. Multiple Proxy Forms must be returned together in the same envelope.
    1. To be valid, the Proxy Form and the power of attorney or other authority (if any) under which it is signed and dated must be received by Equiniti by 2.30pm on Friday 29 April 2022.
    1. The "Vote withheld" option is provided to enable a member to withhold their vote on any particular resolution. It should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of votes "For" or "Against" a resolution.
    1. To register the appointment of a proxy electronically, log on to www.sharevote.co.uk using the Voting ID, Task ID and Shareholder reference number printed overleaf and follow the instructions provided. The proxy appointment must be registered on the website by 2.30pm on Friday 29 April 2022.
    1. In the case of a corporate shareholder, the proxy appointment must be under seal or signed by a duly authorised officer, attorney or other person.

From East – exit at Junction 4 from the M4 signposted to Heathrow Airport, follow signs to Terminal 5 and then follow signs for Sofitel London Heathrow; From West – M4-M25 then exit at Junction 14 to Heathrow Terminal 5 and follow signs for Sofitel London Heathrow.

Security: The meeting venue will operate a similar degree of security access control to that found at modern airports.

This procedure should not cause any delay. Equipment such as video cameras and tape recorders may not be brought into the meeting room. A cloakroom facility is available for your convenience.

Disabled: Step-free access is available from Heathrow Terminal 5 to the meeting venue. For the hard of hearing: An induction loop system will be provided in the meeting room. For the visually impaired: Please sit nearer the front section of the meeting room.

    1. In the case of joint holdings, the vote of the first named in the register of members will be accepted to the exclusion of the votes of other joint holders.
    1. If no specific directions are given, the proxy will vote or abstain from voting as they think fit on the specified resolutions and, unless instructed otherwise, the person appointed proxy may also vote or abstain from voting as they think fit on any business (including amendments to resolutions) which may properly come before the Meeting.
    1. A proxy need not be a member of the company, but must attend the Meeting to represent you. If no name is inserted in the box provided, the Chair of the Meeting will be deemed to be appointed as the proxy.
    1. If your appointed proxy will be attending the Meeting electronically, once your proxy appointment has been received and processed by Equiniti, you or your appointed proxy should contact Equiniti to obtain log in details to enable your appointed proxy to access the electronic AGM. Equiniti can be contacted on +44 (0) 371 384 2991 (please use the country code if calling from outside the UK). Lines are open 8.30am to 5.30pm Monday to Friday (excluding public holidays in England & Wales).
    1. Any alteration to the Proxy Form should be initialled by the person who signed it.
    1. If you do not wish anyone other than the company or Equiniti to see the Proxy Form you may send it in an envelope to: FREEPOST RTHJ-CLLL-KBKU, Equiniti, Aspect House, Spencer Road, Lancing, BN99 8LU (no stamp is needed if posted within the United Kingdom).
    1. The completion and return of the Proxy Form will not prevent a member from participating in and voting at the Meeting, either electronically or in person, if they wish to do so.

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