Business Context and Reporting Period
Company: Smith & Nephew plc (LSE: SN, NYSE: SNN)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: September 02, 2026
Subject: Conclusion of shareholder consultation on the 2026 Directors' Remuneration Policy and Performance Share Plan (PSP), and notification of executive share awards granted to the Chief Executive Officer.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on corporate governance and executive compensation disclosures.
Material Changes and Governance Actions
- Shareholder Consultation Outcome: Following the Annual General Meeting (AGM) on May 6, 2026, where the Remuneration Policy and PSP received less than 80% shareholder support, the Board conducted further engagement from May 18 to July 27, 2026.
- Engagement Scope: The Company engaged with shareholders representing approximately 70% of issued share capital and proxy advisors. Only one shareholder who voted against the resolutions requested further engagement.
- Board Decision: After reviewing feedback, the Board resolved to adopt and implement the Policy and PSP on the terms originally approved at the AGM.
Executive Compensation and Unusual Items
On September 1, 2026, the Remuneration Committee granted "top-up" awards to Deepak Nath, Chief Executive Officer, to align with the new Policy. These grants were made outside a trading venue.
| Award Type | Grant Date | Share Price (GBP) | Volume (Shares)* | Performance/Vesting Period |
|---|---|---|---|---|
| Performance Share Plan (PSP) 2026 | Sept 1, 2026 | 12.744 | 323,728 | Vests March 15, 2029 (Performance period: Jan 1, 2026 - Dec 31, 2028) |
| Restricted Share Plan (RSP) 2026 | Sept 1, 2026 | 12.744 | 23,123 | Vests in 3 tranches: April 2027, 2028, 2029 |
*Volume assumes maximum vesting. Awards include dividend equivalents.
Total Award Value Context: The PSP award brings the CEO's total 2026 performance share awards to 650% of salary. The RSP award brings total 2026 restricted share awards to 150% of salary.
Investor Verification Checklist
- Verify the specific performance conditions attached to the 2026-2028 PSP awards in the full 2026 Annual Report.
- Confirm the "reasonable judgement underpin" criteria for the Restricted Share Plan vesting.
- Review the narrative disclosures in the 2026 Annual Report regarding shareholder feedback on remuneration matters.
- Monitor future filings for any amendments to the Policy if shareholder sentiment shifts prior to the next AGM.