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
September
02, 2026
Commission
File Number 001-14978
SMITH & NEPHEW plc
(Registrant’s
name)
Building 5, Croxley Park, Hatters Lane
Watford, England, WD18 8YE
(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.
Form
20-F ✔
Form 40-F
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SMITH & NEPHEW PLC (the "Company")
Statement regarding Further Shareholder Consultation on the 2026
Directors' Remuneration Policy ("Policy") and Performance Share
Plan 2026 ("PSP")
Smith+Nephew (LSE: SN, NYSE: SNN), the global medical technology
business, announces the conclusion of its further shareholder
consultation on its Remuneration Policy and Performance Share Plan
(PSP) following shareholder approval at the Annual General Meeting
held on 6 May 2026 (the "AGM").
As Resolution 2 (to approve the Policy) and Resolution 21 (to
approve the PSP) (together the "Resolutions") received less than
80% shareholder support, in accordance with the provisions of the
UK Corporate Governance Code, Sybella Stanley, Chair of the
Remuneration Committee sought further engagement with investors and
proxy advisors to seek additional feedback on these
Resolutions.
The Company engaged with shareholders comprising around 70% of the
Company's issued share capital and proxy advisors during the
further consultation period which ran from 18 May to 27 July 2026.
Shareholders with whom the Company had previously engaged during
the original shareholder consultation (October 2025 - February
2026), and who supported the original proposal, provided no further
feedback to the Board.
During this consultation, one request for engagement was received
from a shareholder who voted against the Resolutions. The Company
also contacted the proxy advisors most representative
of its shareholder
base, with
whom it had
consulted during the original shareholder consultation, and
received no
additional request for engagement or feedback. Following
closure of the consultation and after
carefully considering the additional feedback received from the one
shareholder who engaged, the Board has resolved to adopt and
implement the Policy and the PSP on the terms approved by
shareholders at the AGM.
The Company will continue to engage with shareholders and proxies
on these and other remuneration matters in the future and will also
address feedback and areas of interest raised by shareholders
during the full consultation process through narrative disclosures
in the 2026 Annual Report.
In accordance with the Policy, the Company granted the following
top-up awards to Deepak Nath, Chief Executive
Officer on
1 September 2026:
●
A
PSP award equal to 350% of salary, to bring his total 2026
performance share awards to 650% of salary; and
●
A
Restricted Share Plan award equal to 25% of salary, to bring his
total 2026 restricted share awards to 150% of salary
Further details of these awards are set out below.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
This announcement is made in accordance with the UK Market Abuse
Regulation (Regulation (EU) 596/2014, as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act
2018).
PSP 2026 - 2028 awards: In
accordance with the new Policy, the Remuneration Committee has
approved the grant of a top up PSP award as shown in the table
below which will vest on 15 March 2029, subject to the achievement
of the performance conditions which are measured over the period 1
January 2026 to 31 December 2028.
The number of shares awarded and the award share price have been
determined using the average closing share price over the period 3
March to 16 March 2026. On
vesting, participants will
receive an additional number of shares equivalent to the amount of
dividend payable per vested share during the relevant performance
period.
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Reason for the notification
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Initial notification /Amendment
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Initial notification
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Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
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Name
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Smith & Nephew plc
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LEI
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213800ZTMDN8S67S1H61
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Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
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Description
of the financial instrument, type of instrument
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Smith
& Nephew plc Ordinary Shares of USD 0.20 each
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Identification code
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ISIN: GB0009223206
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Nature of the transaction
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Awards granted on 1 September 2026 under the Smith & Nephew plc
Performance Share Plan 2026.
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Date of Transaction
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1 September 2026
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Place of Transaction
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Grant took place outside a trading venue
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Name
(Position)
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Status
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Price (s)
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Volume(s)*
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Aggregated information
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Deepak Nath
(Chief Executive Officer)
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Director
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£12.744
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323,728
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N/A Single Transaction
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* The number of shares assuming a maximum vesting is
shown.
Restricted Share Plan 2026 awards: In accordance with the new Policy, the
Remuneration Committee has approved the grant of a top-up RSP award
as shown in the table below, which will vest in three equal
tranches on or around 1 April 2027, 1 April 2028 and 1 April 2029,
contingent on a reasonable judgement underpin being met as
determined by the Remuneration Committee.
The number of shares awarded and the award share price have been
determined using the average closing share price over the period 3
March to 16 March 2026. On
vesting, participants will
receive an additional number of shares equivalent to the amount of
dividend payable per vested share during the relevant vesting
period.
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Reason for the notification
|
|
Initial notification /Amendment
|
Initial notification
|
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
Name
|
Smith & Nephew plc
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|
LEI
|
213800ZTMDN8S67S1H61
|
|
Details of the transaction(s): section to be repeated for (i) each
type of instrument; (ii) each type of transaction; (iii) each date;
and (iv) each place where transactions have been
conducted
|
|
Description
of the financial instrument, type of instrument
|
Smith
& Nephew plc Ordinary Shares of USD 0.20 each
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Identification code
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ISIN: GB0009223206
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Nature of the transaction
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Award granted on 1 September 2026 under the Smith & Nephew plc
Restricted Share Plan 2024.
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Date of Transaction
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1 September 2026
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Place of Transaction
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Grant took place outside a trading venue
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Name
(Position)
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Status
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Price (s)
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Volume(s)*
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Aggregated information
|
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Deepak Nath
(Chief Executive Officer)
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Director
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£12.744
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23,123
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N/A Single Transaction
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Helen Barraclough
Company Secretary
Smith & Nephew plc
Tel: +44 (0)1923 477100
SIGNATURES
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, thereunto duly authorized.
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Smith & Nephew plc
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(Registrant)
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Date:
September 02, 2026
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By:
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/s/
Helen Barraclough
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Helen
Barraclough
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Company
Secretary
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