Company Announcements

Result of AGM

Source: RNS
RNS Number : 7889V
Softcat PLC
15 December 2021
 

Company Number: 02174990                                                         15 December 2021

 

Softcat plc

("Softcat", the "Company")

Results of Annual General Meeting

Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held today, 15 December 2021, 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 11 November 2021, 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 2021

172,232,605

99.93

122,519

0.07

172,355,124

86.49

1,456,418

2. To approve the Directors' Remuneration Report

169,210,527

97.36

4,591,454

2.64

173,801,981

87.22

9,561

3. To declare a final dividend of 14.4 pence per ordinary share

173,808,366

100

647

0.00

173,809,013

87.22

2,529

4. To declare a special dividend of 20.5 pence per ordinary share

173,807,804

100

1,198

0.00

173,809,002

87.22

2,540

5. To re-elect Graeme Watt as a Director

171,376,480

98.60

2,431,714

1.40

173,808,194

87.22

3,348

6. To re-elect Martin Hellawell as a Director

159,987,459

92.31

13,332,646

7.69

173,320,105

86.98

491,437

7. To re-elect Graham Charlton as a Director

172,043,795

98.98

1,764,399

1.02

173,808,194

87.22

3,348

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

158,843,560

91.39

14,964,585

8.61

173,808,145

87.22

3,397

9. To re-elect Robyn Perriss as a Director

173,668,498

99.92

139,619

0.08

173,808,117

87.22

3,425

10. To re-elect Karen Slatford as a Director

165,268,972

95.09

8,539,334

4.91

173,808,306

87.22

3,236

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

172,972,534

99.52

833,926

0.48

173,806,460

87.22

5,082

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

173,805,122

100

1,268

0.00

173,806,390

87.22

5,152

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

169,940,570

97.78

3,866,948

2.22

173,807,518

87.22

4,024

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

165,589,470

95.27

8,213,930

4.73

173,803,400

87.22

8,142

SPECIAL RESOLUTIONS








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

173,336,063

99.73

466,190

0.27

173,802,253

87.22

9,289

16. 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

170,064,267

97.85

3,728,529

2.15

173,792,796

87.21

18,746

17. To authorise the Company to purchase its own shares

173,252,292

99.80

338,571

0.20

173,590,863

87.11

220,679

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

168,201,568

98.76

2,111,920

1.24

170,313,488

85.47

3,498,054

 

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

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

93,894,782

86.25

14,964,585

13.75

108,859,367

54.63

3,397

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

108,719,720

99.87

139,619

0.13

108,859,339

54.63

3,425

10. To re-elect Karen Slatford as a Director

100,320,194

92.16

8,539,334

7.84

108,859,528

54.63

3,236

 

 

 

 

 

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 13 December 2021, 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
199,271,972 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 8, 9 and 10) 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/about-us/investor-centre/shareholder-information.

 

 

Luke Thomas, Company Secretary

Softcat plc

 

 

15 December 2021

 

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