REG - S4 Capital PLC - Result of AGM

S4 CapitalAnnouncement

09/06/2023 16:30

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RNS Number : 3023C  S4 Capital PLC  09 June 2023

S(4)Capital plc

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

Results of 2023 Annual General Meeting

S(4)Capital plc (SFOR.L) announces that following its Annual General Meeting
("AGM") held at 14 Hewett Street, London EC2A 3NP and virtually on 9 June 2023
at 1 pm, all the proposed resolutions were duly passed by shareowners by way
of a poll. Resolutions 1 to 20 were passed as ordinary resolutions and
Resolutions and 21 to 25 were passed as special resolutions.

 

The total number of votes cast on the poll for each resolution (the full text
of the resolutions is detailed in the notice of the AGM dated 13 April 2023)
is set out below.

 

 Resolution                                                                      Votes For       % of votes cast  Votes Against                 % of votes cast  Total Cast      Withheld
 1. To receive the2022 annual report and accounts                                  298,158,261   100.00%                      9,136             0.00%                                    204,204

                                                                                                                                                                 298,167,397
 2. To approve the Directors' Remuneration Report                                  270,259,424   97.95%                5,652,099                2.05%                              21,256,825

                                                                                                                                                                 275,911,523
 3. To re-elect Sir Martin Sorrell as a Director                                   233,921,334   93.15%             17,204,404                  6.85%              251,125,738     45,360,811
 4. To re-elect Christopher S. Martin as a Director                                297,409,876   99.93%                   204,291               0.07%                                      75,635

                                                                                                                                                                 297,614,167
 5. To re-elect Daniel Pinto as a Director                                         297,383,000   99.92%                   238,696               0.08%              297,621,696             68,106
 6. To re-elect Elizabeth Buchanan as a Director                                   297,374,867   99.92%                   239,250               0.08%              297,614,117             75,685
 7. To re-elect Margaret Ma Connolly as a Director                                 294,919,380   99.09%                2,695,316                0.91%              297,614,696             75,106
 8. To re-elect Mary Basterfield as a Director                                     296,969,425   99.78%                   645,271               0.22%              297,614,696             75,106
 9. To re-elect Naoko Okumoto as a Director                                        254,905,748   85.45%             43,390,747                  14.55%             298,296,495             75,106
 10. To re-elect Paul Roy as a Director                                            295,979,984   99.45%                1,634,133                0.55%              297,614,117             75,685
 11. To re-elect Peter Miles Young as a Director                                   297,303,350   99.90%                   311,346               0.10%                                      75,106

                                                                                                                                                                 297,614,696
 12. To re-elect Rupert Faure Walker as a Director                                 296,971,145   99.78%                   643,551               0.22%                                      75,106

                                                                                                                                                                 297,614,696
 13. To re-elect Scott Spirit as a Director                                        297,401,686   99.93%                   213,010               0.07%              297,614,696             75,106
 14. To re-elect Susan Prevezer as a Director                                      297,146,621   99.84%                   468,075               0.16%              297,614,696             75,106
 15. To re-elect Victor Knaap as a Director                                        276,138,984   92.78%             21,475,712                  7.22%              297,614,696             75,106
 16. To re-elect Wesley ter Haar as a Director                                     295,150,533   99.17%                2,464,163                0.83%              297,614,696             75,106
 17. To elect Colin Day as a Director                                              297,036,124   99.81%                   578,572               0.19%              297,614,696             75,106
 18. To re-appoint PricewaterhouseCoopers LLP as auditors                          298,199,609   99.95%                   151,223               0.05%                                      20,769

                                                                                                                                                                 298,350,832
 19.To authorise the Directors to fix the remuneration of the auditors             298,321,756   99.99%                     28,558              0.01%                                      21,287

                                                                                                                                                                 298,350,314
 20. To authorise the Directors generally to allot ordinary shares                 288,176,340   97.20%                8,289,602                2.80%                                      20,607

                                                                                                                                                                 296,465,942
 21.To authorise the disapplication of pre-emption rights generally                297,558,013   99.73%                   790,986               0.27%                                      22,602

                                                                                                                                                                 298,348,999
 22. To authorise the disapplication of pre-emption rights in connection with a    293,875,104   98.90%                3,271,442                1.10%                                      21,802
 specified acquisition or capital investment

                                                                                                                                                                 297,146,546
 23. To authorise the disapplication of pre-emption rights to facilitate           286,674,522   96.73%                9,702,024                3.27%                                    791,802
 pro-rata offers to overseas shareowners

                                                                                                                                                                 296,376,546
 24. To authorise the Company to purchase its own shares                           297,351,669   99.67%                   981,458               0.33%                                      38,474

                                                                                                                                                                 298,333,127
 25. To enable the Company to call general meetings, other than an Annual          291,969,030   98.25%                5,185,469                1.75%                                      13,849
 General Meeting, on reduced notice

                                                                                                                                                                 297,154,499

 

Notes:

(1)  The "for" votes include those giving the Chairman discretion.

(2)  Total votes "for" and "against" are expressed as a percentage of the
total votes cast.

(3)  A vote withheld is not a vote in law and is not counted in the
calculation of the proportion of votes "for" or "against" a resolution.

(4)  Issued Share Capital: 577,330,456 ordinary shares.

 

The above poll results will shortly be available on the website. In accordance
with Listing Rule 9.6.2 a copy of the resolutions, other than those concerning
ordinary business of the Company, will be submitted to the FCA and will in due
course be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism)

Enquiries

S(4)Capital plc

Tel: +44 (0)20 3793 0003

Sir Martin Sorrell, Executive Chairman

Powerscourt (PR adviser to S(4)Capital plc)

Tel: +44 (0)7970 246 725

Elly Williamson

About S(4)Capital

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

Our strategy is to build a purely digital advertising and marketing services
business for global, multinational, regional, and local clients, and
millennial-driven influencer brands. This will be achieved by integrating
leading businesses in three practices: Content, Data&digital media and
Technology Services, along with an emphasis on 'faster, better, cheaper, more'
execution in an always-on consumer-led environment, with a unitary structure.

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

The Company now has approximately 8,700 people in 32 countries with
approximately 70% of revenue across the Americas, 20% across Europe, the
Middle East and Africa and 10% across Asia-Pacific. The longer-term objective
is a geographic split of 60%:20%:20%. Content currently accounts for
approximately 60% of revenue, Data&digital media 30% and Technology
Services 10%. The long-term objective for the practices is a split of
50%:25%:25%.

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.
Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi
Company Plc for nine years.

 

 

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