I pretty much agree with the above. I'd add a few points: - for a public company, there needs to be a separate resolution for each director (they could only be voted on as a group if that same GM first votes to allow this, which seems a rather superfluous point). s160(1) Companies Act 2006 - a public company must have at least 2 directors (our Articles and/or the listing rules may even make that higher, I haven't checked). s 154(2) Companies Act 2006. If that is breached (i.e. the OP's point about all directors being voted off and not replaced) the Secretary of State may direct the company to appoint directors. s156 Companies Act 2006 So while it is technically possible for each individual director to be voted off and not replaced, I cannot think of an example of this ever happening, and IMO it won't happen at our AGM. Amongst everything else, our shares would immediately be suspended.