Result of AGM

RNS Number : 6901J
Softcat PLC
14 December 2022
 

Company Number: 02174990     14 December 2022

 

Softcat plc

("Softcat", the "Company")

Results of Annual General Meeting

Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held yesterday, 13 December 2022, all resolutions set out in the notice of the AGM were passed by the requisite majority of votes by shareholders by way of a poll.

 

The full text of the resolutions proposed at the AGM is included in Softcat's Notice of AGM published on 3 November 2022, which is available on Softcat's website at: https://www.softcat.com/investors/shareholder-information/ .

 

The results of the poll for each resolution were as follows:

 

 

VOTES FOR

%

VOTES AGAINST

%

TOTAL SHARES VOTED

% OF ISSUED SHARE CAPITAL VOTED

VOTES WITHHELD

ORDINARY RESOLUTIONS








1. To receive the Company's financial statements and the reports of the Directors together with the Auditor's Report for the year ended 31 July 2022

171,428,127

100.00

313

0.00

171,428,440

85.98

235,329

2. To approve the Directors' Remuneration Report

168,139,235

97.95

3,524,446

2.05

171,663,681

86.09

88

3. To approve the Directors' Remuneration Policy

169,094,250

98.50

2,569,431

1.50

171,663,681

86.09

88

4. To declare a final dividend of 16.6 pence per ordinary share

171,663,456

100.00

313

0.00

171,663,769

86.09

0

5. To declare a special dividend of 12.6 pence per ordinary share

171,661,966

100.00

1,803

0.00

171,663,769

86.09

0

6. To re-elect Graeme Watt as a Director

168,672,891

99.46

913,923

0.54

169,586,814

85.05

2,076,955

7. To re-elect Martin Hellawell as a Director

166,393,694

97.32

4,580,101

2.68

170,973,795

85.75

689,974

8. To re-elect Graham Charlton as a Director

169,811,781

98.92

1,851,065

1.08

171,662,846

86.09

923

9. To re-elect Vin Murria OBE as a Director

170,768,572

99.49

881,518

0.51

171,650,090

86.09

13,679

10. To re-elect Robyn Perriss as a Director

170,423,610

99.29

1,226,480

0.71

171,650,090

86.09

13,679

11. To re-elect Karen Slatford as a Director

165,923,744

96.66

5,726,346

3.34

171,650,090

86.09

13,679

12. To elect Lynne Weedall as a Director

171,465,229

99.89

185,022

0.11

171,650,251

86.09

13,518

13. To re-appoint Ernst & Young LLP as auditor of the Company

170,556,957

99.36

1,103,978

0.64

171,660,935

86.09

2,834

14. To authorise the Audit Committee to determine the auditor's remuneration

171,647,964

99.99

12,878

0.01

171,660,842

86.09

2,927

15. To authorise the Company to make political donations and expenditure up to the aggregate amount of £100,000

167,523,973

97.59

4,139,724

2.41

171,663,697

86.09

72

16. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006

170,126,806

99.11

1,534,286

0.89

171,661,092

86.09

2,677

SPECIAL RESOLUTIONS








17. To authorise the Directors to dis-apply the statutory pre-emption rights pursuant to Sections 570 and 573 of the Companies Act 2006

171,432,603

99.87

217,741

0.13

171,650,344

86.09

13,425

18. To authorise the Directors to dis-apply statutory pre-emption rights for the purposes of acquisitions or capital investments pursuant to Sections 570 and 573 of the Companies Act 2006

170,181,338

99.14

1,481,780

0.86

171,663,118

86.09

651

19. To authorise the Company to purchase its own shares

170,122,157

99.25

1,282,325

0.75

171,404,482

85.96

259,287

20. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice

166,441,670

96.96

5,221,861

3.04

171,663,531

86.09

238

 

VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER ON RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

ORDINARY RESOLUTIONS

VOTES FOR

%

VOTES AGAINST

%

TOTAL SHARES VOTED

% OF ISSUED SHARE CAPITAL VOTED

VOTES WITHHELD

9. To re-elect Vin Murria OBE as a Director

105,819,794

99.17

881,518

0.83

106,701,312

53.51

13,679

10. To re-elect Robyn Perriss as a Director.

105,474,832

98.85

1,226,480

1.15

106,701,312

53.51

13,679

11. To re-elect Karen Slatford as a Director

100,974,966

94.63

5,726,346

5.37

106,701,312

53.51

13,679

12. To elect Lynne Weedall as a Director

106,516,451

99.83

185,022

0.17

106,701,473

53.51

13,518

 

 

 

Notes:

 

Any proxy appointments giving discretion to the Chair of the Meeting have been included in the "For" total.

 

A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

 

The Company's total of ordinary shares in issue (total voting rights) as at 16:30 on 9 December 2022, being the time at which a person had to be registered in the Company's register of members in order to vote at the AGM, was
199,389,914 ordinary shares of £0.0005 each. Ordinary shareholders are entitled to one vote per ordinary share held.

 

Peter Kelly is regarded as a controlling shareholder of the Company for the purposes of the Listing Rules, and each resolution to re-elect independent non-executive directors (resolutions 9, 10, 11 and 12) have under Listing Rule 9.2.2E been approved by a majority of the votes cast by:

 

i.  the shareholders of the Company as a whole; and

 

ii. the independent shareholders of the Company, that is, all the shareholders entitled to vote on each resolution excluding the controlling shareholder.

 

In accordance with paragraph 9.6.2 of the Listing Rules, a copy of the resolutions passed at the AGM will be submitted to the National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

 

A copy of this announcement will be available on the Company's website at: https://www.softcat.com/investors/shareholder-information/ .

 

 

Luke Thomas, Company Secretary

Softcat plc

 

 

14 December 2022

 

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