M&S said it has been “proactively talking” to its larger shareholders about this subject and added it was aware of the reasons why shareholders controlling 29.1% of shares voted against the remuneration report.
However, the retailer added its board is “convinced that the majority of shareholders were right in their judgement on this issue”.
In a statement to the London Stock Exchange it said: “The board strongly believes that it has acted in shareholders’ interests and consistent with the values and integrity of the business in relation to Steve Rowe’s remuneration. Steve served 37 years with the business, the last six years as CEO.
“Three weeks prior to the 2022 financial year-end we announced that he would be standing down at the results announcement, as part of a planned succession process that he helped to plan, handing the leadership to a team that he recruited. He worked full time and with total energy as CEO well beyond the end of the financial year.”
It continued: “All eligible colleagues have received a bonus this year, the first since 2017, in recognition of the strong financial performance in the year. It would have been wholly wrong to exclude Steve from this as the performance was delivered under his leadership.
“To have denied him the bonus because he helped support an orderly and organised succession that was announced just three weeks before the year-end would have shown bad faith to a great servant of the business and would not have been in any way in shareholders’ interests.”