REG - Softcat PLC - Result of AGM
RNS Number : 7090JSoftcat PLC06 December 2018
Softcat plc
Results of Annual General Meeting
Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held today, 6 December 2018, 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 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 2018
146,665,986
99.65
507,783
0.35
147,173,769
74.35%
5,126,750
2. To approve the Directors' Remuneration Report
144,964,758
96.07
5,928,900
3.93
150,893,658
76.23%
1,406,860
3. To declare a final dividend of 8.8 pence per ordinary share
151,482,520
100.00
0
0.00
151,482,520
76.53%
818,000
4. To declare a special dividend of 15.1 pence per ordinary share
151,482,495
100.00
25
0.00
151,482,520
76.53%
818,000
5. To elect Graeme Watt as a Director
150,669,530
99.46
812,990
0.54
151,482,520
76.53%
818,000
6. To re-elect Martin Hellawell as a Director
123,900,607
83.80
23,944,321
16.20
147,844,928
74.69%
4,455,592
7. To re-elect Graham Charlton as a Director
150,125,478
99.10
1,357,042
0.90
151,482,520
76.53%
818,000
8. To re-elect Lee Ginsberg as a Director
143,815,042
97.69
3,406,850
2.31
147,221,892
74.37%
5,078,627
9. To re-elect Vin Murria as a Director
150,472,511
99.33
1,009,809
0.67
151,482,320
76.53%
818,199
10. To re-elect Peter Ventress as a Director
150,429,030
99.69
464,628
0.31
150,893,658
76.23%
1,406,860
11. To re-appoint Ernst & Young LLP as auditor of the Company
150,662,836
99.85
230,823
0.15
150,893,659
76.23%
1,406,860
12. To authorise the Directors to determine the auditor's remuneration
151,250,672
99.85
230,823
0.15
151,481,495
76.52%
819,025
13. To authorise the Company to make political donations
151,108,580
99.75
372,940
0.25
151,481,520
76.52%
819,000
14. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006
150,330,955
99.24
1,151,565
0.76
151,482,520
76.53%
818,000
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
151,472,869
99.99
9,452
0.01
151,482,321
76.53%
818,199
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
149,446,943
98.66
2,026,014
1.34
151,472,957
76.52%
827,562
17. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice
149,131,244
98.45
2,351,276
1.55
151,482,520
76.53%
818,000
VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER ON ELECTION OR 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 Lee Ginsberg as a Director
79,570,440
95.89
3,406,850
4.11
82,977,290
41.92%
5,078,627
9. To re-elect Vin Murria as a Director.
86,227,909
98.84
1,009,809
1.16
87,237,718
44.07%
818,199
10. To re-elect Peter Ventress as a Director.
86,184,428
99.46
464,628
0.54
86,649,056
43.77%
1,406,860
Notes:
Any proxy appointments giving discretion to the Chairman 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 ordinary shares in issue (total voting rights) as at 6 December 2018 was 197,950,695 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 LSE Listing Rules, and each resolution to re-elect independent non-executive directors (resolutions 8 to 10) have under LSE 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 LSE Listing Rules, a copy of the resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.
The complete poll results (inclusive of proxy votes lodged before the AGM) will be available shortly on the Company's website at: https://www.softcat.com/investors
Registered address: Solar House, Fieldhouse Lane, Marlow, Buckinghamshire, United Kingdom, SL7 1LW
Website: https://www.softcat.com/
Link Company Matters Limited
Company Secretary
6 December 2018
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