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On 19 January 2022, WH Smith Ltd (WH Smith) a considerable shareholder revolt against its remuneration report at the retailer’s annual meeting, with 45.6% of votes cast against. However, opposition to its new remuneration policy was noticeably milder at 11.6%.

Although WH Smith’s board acknowledged the high level of dissent received by the company’s remuneration report, it stated that its Remuneration Committee had ‘already conducted an extensive consultation with the company's largest shareholders regarding the remuneration report and the company's new remuneration policy’. However, it also mentioned that its new Remuneration Committee Chair, Marion Sears, plans to continue discussions on the subject with shareholders over the coming months.

Remuneration has been a point of contention for shareholders since last year, when of 32.6% to WH Smith’s remuneration report proved enough to postpone a £25,000 pay rise for the group’s chief executive, Carl Cowling, until September 2021. Indeed, according to the retailer’s , its board believed that Cowling’s pay rise was ‘the primary reason for the significant percentage of votes against the resolution’.

Possible reasons for increased shareholder dissent this year  are legion. The company on 11 November 2021 that there would be no final dividend for investors for the financial year ending 31 August 2021 in light of the ongoing impact of the coronavirus (COVID-19) pandemic. In addition, Cowling a reduced annual bonus of £550,000, with the Remuneration Committee deciding to defer 23% of the bonus despite the company continuing to access government support in the form of rates relief and furlough support during the financial year ending 31 August 2021.

In addition to the opposition to WH Smith’s remuneration report, 21.8% of votes were also cast against the re-election of Maurice Thompson, as shareholders questioned the competency of the former chair of collapsed supply chain finance provider Greensill, who sits as a non-executive director on WH Smith’s board.

In relation to the significant opposition to Thompson’s re-election, the retailer’s board noted that it had ‘already engaged with a number of the company's largest shareholders with regard to Maurice Thompson's position as a director of the company…[and that it] will continue its ongoing dialogue with shareholders and consult as appropriate to fully understand any additional concerns in relation to this resolution’. Although the company’s 2021 annual report does not mention any of this engagement with its shareholders, Thompson’s Greensill experience is noticeably absent from his director biography (it is, however, mentioned in WH Smith’s ).

Despite the investor dissent against the remuneration report and Thompson's re-election, all of the retailer’s resolutions passed at the meeting.

The shareholder revolt follows an unfortunate couple of months for the retailer. Its recently published trading update that the total revenue of the WH Smith group for 2021 fell to 85% of 2019 revenue for the September to December period. Of particular note is the total revenue for WH Smith’s travel division, which fell to 70% of its 2019 equivalent over the same period. Air and rail outlet revenues were hit particularly hard, due to the ongoing coronavirus pandemic and current limitations imposed on travel.

According to the retailer, its encouraging recovery in sales over the period was tempered by the emergence of the Omicron variant of the coronavirus in early December 2021. However, Cowling believes that the impact of the Omicron variant will wane in the coming months, stating that WH Smith is ‘well placed for the key trading period in Travel this summer’. As a result, he anticipates a resumption in the recovery of the retailer’s travel markets.

As of 20 January 2022, WH Smith’s share price is up 9% compared to 18 January at £16.88 per share. However, this still represents only 64% of the retailer’s share price pre-coronavirus, which peaked at £26.54 on 21 December 2019.