REG - S4 Capital PLC - Result of AGM

S4 CapitalAnnouncement

16/06/2022 17:45

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RNS Number : 2110P  S4 Capital PLC  16 June 2022

16 June 2022

S4 Capital plc

("S(4)Capital" or "the Company")

Results of Annual General Meeting

S(4)Capital plc (SFOR.L), the tech-led, new age, new era, digital advertising
and marketing services company, announces that at the Company's Annual General
Meeting held earlier today, the resolutions proposed were duly passed by way
of a poll and without amendment.

 

The total number of votes received on each resolution is as follows:

 

             Resolution                                                                     For           % of votes cast  Against      % of votes cast  Votes cast as a % of Issued Share Capital  Withheld
 1.          To receive the Annual Report and Accounts for the year ended 31 December 2021                                                               46.96

261,120,634
99.99
24,332
0.01
1,005,416
 2.          To approve the Directors' Remuneration Report                                                                                               42.19

193,958,372
82.67
40,656,046
17.33
27,535,964
 3.          To approve the Directors' Remuneration Report                                                                                               41.89

162,386,097
69.71
70,564,359
30.29
29,199,926
 4.          To re-elect Sir Martin Sorrell as a Director                                                                                                44.44

224,698,476
90.93
22,416,808
9.07
15,035,098
 5.          To re-elect Victor Knaap as a Director                                                                                                      47.11

261,542,394
99.83
443,796
0.17
164,192
 6.          To re-elect Wesley ter Haar as a Director                                                                                                   47.11

261,540,840
99.83
444,995
0.17
164,547
 7.          To re-elect Christopher S. Martin as a Director                                                                                             47.11

261,540,865
99.83
444,970
0.17
164,547
 8.          To re-elect Paul Roy as a Director                                                                                                          46.78

249,704,104
95.99
10,443,442
4.01
2,002,836
 9.          To re-elect Rupert Faure Walker as a Director                                                                                               46.78

250,511,740
96.30
9,635,652
3.70
2,002,990
 10.         To re-elect Susan Prevezer as a Director                                                                                                    47.11

253,751,564
96.86
8,235,576
3.14
163,242
 11.         To re-elect Daniel Pinto as a Director                                                                                                      47.11

261,540,277
99.83
445,712
0.17
164,393
 12.         To re-elect Scott Spirit as a Director                                                                                                      47.11

261,540,120
99.83
445,869
0.17
164,393
 13.         To re-elect Elizabeth Buchanan as a Director                                   261,542,403   99.83            444,737      0.17             47.11                                      163,242

 14.         To re-elect Margaret Ma Connolly as a Director                                 261,541,603   99.83            445,537      0.17             47.11                                      163,242

 15.         To re-elect Naoko Okumoto as a Director                                        261,541,428   99.83            445,712      0.17             47.11                                      163,242

 16.         To re-elect Peter Miles Young as a Director                                    261,541,253   99.83            444,736      0.17             47.11                                      164,393

 17.         To elect Mary Basterfield as a Director                                        259,852,057   99.19            2,135,083    0.81             47.11                                      163,242

 18.         To re-appoint PricewaterhouseCoopers LLP as auditors                           261,984,068   99.94            151,567      0.06             47.14                                      14,747

 19.         To authorise the Directors to fix the remuneration of the auditors             262,099,571   99.98            40,357       0.02             47.14                                      10,454

 20.         To authorise the Directors generally to allot ordinary shares                  255,494,798   99.00            2,591,909    1.00             46.41                                      4,063,675

 21.         To authorise the disapplication of pre-emption rights generally                257,920,346   99.88            303,345      0.12             46.44                                      3,926,691

 22.         To authorise the disapplication of pre-emption rights in connection with a     258,019,761   99.92            202,776      0.08             46.44                                      3,927,845
             specified acquisition or capital investment

 23.         To authorise the disapplication of pre-emption rights to facilitate pro-rata   251,628,752   98.19            4,642,603    1.81             46.08                                      5,879,027
             offers to overseas shareowners

 24.         To authorise the Company to purchase its own shares                            258,015,969   99.98            60,241       0.02             46.41                                      4,074,172

 25.         To enable the Company to call general meetings, other than an Annual General   258,070,339   98.45            4,071,949    1.55             47.14                                      8,094
             Meeting, on reduced notice

 26.         To approve the Bonus Share Issue                                               258,042,470   99.93            174,867      0.07             46.43                                      3,933,045

 27.         To approve the Capital Reduction                                               258,155,032   99.97            66,650       0.03             46.44                                      3,928,700

 28.         To adopt new articles of association                                           257,300,793   99.93            172,422      0.07             46.30                                      4,677,167

 29.         To approve amendments to the Employee Share Ownership Plan                     210,365,928   81.72            47,049,159   18.28            46.29                                      4,735,295

 

 99.99

 

 24,332

 

 0.01

46.96

 

 1,005,416

2.

To approve the Directors' Remuneration Report

 

 193,958,372

 

 82.67

 

 40,656,046

 

 17.33

42.19

 

 27,535,964

3.

To approve the Directors' Remuneration Report

 

 162,386,097

 

 69.71

 

 70,564,359

 

 30.29

41.89

 

 29,199,926

4.

To re-elect Sir Martin Sorrell as a Director

 

 224,698,476

 

 90.93

 

 22,416,808

 

 9.07

44.44

 

 15,035,098

5.

To re-elect Victor Knaap as a Director

 

 261,542,394

 

 99.83

 

 443,796

 

 0.17

47.11

 

 164,192

6.

To re-elect Wesley ter Haar as a Director

 

 261,540,840

 

 99.83

 

 444,995

 

 0.17

47.11

 

 164,547

7.

To re-elect Christopher S. Martin as a Director

 

 261,540,865

 

 99.83

 

 444,970

 

 0.17

47.11

 

 164,547

8.

To re-elect Paul Roy as a Director

 

 249,704,104

 

 95.99

 

 10,443,442

 

 4.01

46.78

 

 2,002,836

9.

To re-elect Rupert Faure Walker as a Director

 

 250,511,740

 

 96.30

 

 9,635,652

 

 3.70

46.78

 

 2,002,990

10.

To re-elect Susan Prevezer as a Director

 

 253,751,564

 

 96.86

 

 8,235,576

 

 3.14

47.11

 

 163,242

11.

To re-elect Daniel Pinto as a Director

 

 261,540,277

 

 99.83

 

 445,712

 

 0.17

47.11

 

 164,393

12.

To re-elect Scott Spirit as a Director

 

 261,540,120

 

 99.83

 

 445,869

 

 0.17

47.11

 

 164,393

13.

To re-elect Elizabeth Buchanan as a Director

261,542,403

 

99.83

 

444,737

 

0.17

47.11

163,242

14.

To re-elect Margaret Ma Connolly as a Director

261,541,603

 

99.83

 

445,537

 

0.17

47.11

163,242

15.

To re-elect Naoko Okumoto as a Director

261,541,428

 

99.83

 

445,712

 

0.17

47.11

163,242

16.

To re-elect Peter Miles Young as a Director

261,541,253

 

99.83

 

444,736

 

0.17

 

47.11

164,393

 

17.

To elect Mary Basterfield as a Director

259,852,057

 

99.19

 

2,135,083

 

0.81

 

47.11

163,242

 

18.

To re-appoint PricewaterhouseCoopers LLP as auditors

261,984,068

 

99.94

 

151,567

 

0.06

 

47.14

14,747

 

19.

To authorise the Directors to fix the remuneration of the auditors

262,099,571

 

99.98

 

40,357

 

0.02

 

47.14

10,454

 

20.

To authorise the Directors generally to allot ordinary shares

255,494,798

 

99.00

 

2,591,909

 

1.00

 

46.41

4,063,675

 

21.

To authorise the disapplication of pre-emption rights generally

257,920,346

 

99.88

 

303,345

 

0.12

 

46.44

3,926,691

 

22.

To authorise the disapplication of pre-emption rights in connection with a
specified acquisition or capital investment

258,019,761

 

99.92

 

202,776

 

0.08

 

46.44

3,927,845

 

23.

To authorise the disapplication of pre-emption rights to facilitate pro-rata
offers to overseas shareowners

251,628,752

 

98.19

 

4,642,603

 

1.81

 

46.08

5,879,027

 

24.

To authorise the Company to purchase its own shares

258,015,969

 

99.98

60,241

 

0.02

 

46.41

4,074,172

 

25.

To enable the Company to call general meetings, other than an Annual General
Meeting, on reduced notice

258,070,339

 

98.45

 

4,071,949

 

1.55

 

47.14

8,094

 

26.

To approve the Bonus Share Issue

258,042,470

 

99.93

 

174,867

 

0.07

46.43

3,933,045

 

27.

To approve the Capital Reduction

258,155,032

 

99.97

 

66,650

 

0.03

 

46.44

3,928,700

 

28.

To adopt new articles of association

257,300,793

 

99.93

 

172,422

 

0.07

 

46.30

4,677,167

 

29.

To approve amendments to the Employee Share Ownership Plan

210,365,928

 

81.72

 

47,049,159

18.28

 

46.29

4,735,295

 

 

Notes:

(i)               Votes 'For' include those votes giving the
chairman of the meeting discretion.

(ii)              The number of ordinary shares in issue on 16
June 2022 was 556,085,466.  Ordinary shareowners are entitled to one vote per
share.

(iii)             A vote withheld is not a vote in law and is not
counted in the calculation of the proportion of votes validly cast.

Full details of the resolutions are set out in the Notice of Annual General
Meeting dated 14 May 2022 (which is available on the Company's website at
https://www.s4capital.com/investors (https://www.s4capital.com/investors) ).

Resolutions 1 to 20 and Resolution 29 were ordinary resolutions, requiring
more than 50 per cent. of shareowners' votes to be cast in favour of the
resolutions. Resolutions 21 to 25 and 27 and 28 were special resolutions,
requiring at least 75 per cent. of shareowners' votes to be cast in favour of
the resolutions.

The Board welcomes the support of shareowners for all of the resolutions at
today's meeting. However, we note that a significant minority of shareowners
voted against Resolution 3, the approval of the new Directors' Remuneration
Policy. The Nomination and Remuneration Committee consulted with major
shareowners on the terms of the new Policy in advance of the AGM and is aware
of the views of some shareowners on specific matters. Nevertheless, the
Committee will seek to engage with those shareowners who voted against
Resolution 3 (and who have not already explained their reasons for doing so)
to understand their reasons for doing so, and will provide an update no later
than six months after the date of the AGM.

 

S(4)Capital
plc

Sir Martin Sorrell, Executive
Chairman
Tel: +44 (0)20 3793 0003

 

Powerscourt (PR adviser to S(4)Capital plc)
                            Tel: +44 (0) 778 670
2526

Robin O'Kelly

Jane Glover

 

About S(4)Capital

 

S(4)Capital (SFOR.L) is the tech-led, new age/new era digital advertising and marketing services company, established by Sir Martin Sorrell in May 2018.

Its strategy is to build a purely digital advertising and marketing services business for global, multinational, regional, local clients and millennial-driven influencer brands. This will be achieved by integrating leading businesses in three practice areas: content, data & digital media and technology services, along with an emphasis on "faster, better, cheaper" executions in an always-on consumer-led environment, with a unitary structure.

Digital is by far the fastest-growing segment of the advertising market. S(4)Capital estimates that in 2021 digital accounted for approximately 60% or $420-450 billion of total global advertising spend of $700-750 billion (excluding over $500 billion of trade promotion marketing, the primary target of the Amazon advertising platform) and projects that by 2022 total global advertising spend will expand to $770-850 billion and digital's share will grow to approximately 65% and by 2024 to approximately 70%, accelerated by the impact of covid-19.

In 2018, S(4)Capital combined with MediaMonks, the leading AdAge A-listed creative digital content production company led by Victor Knaap and Wesley ter Haar, and then with MightyHive, the market-leading digital media solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin.

Since then, MediaMonks and MightyHive have combined with more than 25 companies across content, data & digital media and Technology services. For a full list, please see the S(4)Capital
website (https://www.s4capital.com/)
.

In August 2021, S(4)Capital launched its unitary brand by merging MediaMonks and MightyHive into Media.Monks, represented by a dynamic logo mark that features MightyHive's iconic hexagon. As the operational brand, Media.Monks underpins S(4)Capital's agility, digital knowledge and efficiency and is the next step in delivering on its foundational promise to unify content, data & digital media and Technology services.

Victor Knaap, Wesley ter Haar, Pete Kim, Christopher Martin, Mary Basterfield and Scott Spirit all joined the S(4)Capital Board as Directors. The S(4)Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly, Peter Rademaker and Miles Young.

The Company now has around 9,000 people in 33 countries across the Americas, Europe, the Middle East and Africa and Asia-Pacific and a current market capitalisation of approximately £1.3 billion (c.$1.7 billion) and would rank in the FTSE 200. It achieved Unicorn status in a little over one year, unique in the advertising and marketing services industry. Sir Martin was CEO of WPP for 33 years, building it from a £1 million "shell" company in 1985 into the world's largest advertising and marketing services company with a market capitalisation of over £16 billion on the day he left. Today its market capitalisation is £8.7 billion, dropping into third place behind both Omnicom and Publicis for the first time ever. Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi Company Plc for nine years.

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