REG - Softcat PLC - Result of AGM
Softcat plc
Results of Annual General Meeting
Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held yesterday, 5 December 2019, 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 2019
162,756,921
100.00
0
0.00
162,756,921
82.01%
777,857
2. To approve the Directors' Remuneration Report
161,694,092
98.87
1,840,577
1.13
163,534,669
82.41%
109
3. To approve the Directors' Remuneration Policy
161,238,582
98.60
2,296,086
1.40
163,534,668
82.41%
109
4. To declare a final dividend of 10.4 pence per ordinary share
163,534,723
100.00
0
0.00
163,534,723
82.41%
55
5. To declare a special dividend of 16.0 pence per ordinary share
163,534,723
100.00
0
0.00
163,534,723
82.41%
55
6. To re-elect Graeme Watt as a Director
163,080,198
99.72
454,580
0.28
163,534,778
82.41%
0
7. To re-elect Martin Hellawell as a Director
156,252,624
95.83
6,790,848
4.17
163,043,472
82.16%
491,305
8. To re-elect Graham Charlton as a Director
162,367,657
99.29
1,167,121
0.71
163,534,778
82.41%
0
9. To re-elect Vin Murria OBE as a Director
162,290,195
99.24
1,244,474
0.76
163,534,669
82.41%
109
10. To re-elect Peter Ventress as a Director
163,082,031
99.72
452,747
0.28
163,534,778
82.41%
0
VOTES FOR
%
VOTES AGAINST
%
TOTAL SHARES VOTED
% OF ISSUED SHARE CAPITAL VOTED
VOTES WITHHELD
11. To elect Robyn Perris as a Director
163,514,558
99.99
20,220
0.01
163,534,778
82.41%
0
12. To elect Karen Slatford as a Director
162,451,327
99.34
1,083,342
0.66
163,534,669
82.41%
109
13. To re-appoint Ernst & Young LLP as auditor of the Company
163,043,273
100.00
0
0.00
163,043,273
82.16%
491,504
14. To authorise the Directors to determine the auditor's remuneration
163,534,461
100.00
118
0.00
163,534,579
82.41%
199
15. To authorise the Company to make political donations
162,594,701
99.73
440,786
0.27
163,035,487
82.16%
499,290
16. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006
162,094,987
99.12
1,439,622
0.88
163,534,609
82.41%
169
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
163,497,870
99.98
36,545
0.02
163,534,415
82.41%
363
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
160,672,051
98.25
2,862,363
1.75
163,534,414
82.41%
363
19. To authorise the Company to purchase its own shares
162,840,691
99.68
530,951
0.32
163,371,642
82.32%
163,135
20. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice
161,188,328
98.57
2,346,450
1.43
163,534,778
82.41%
0
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
9. To re-elect Vin Murria OBE as a Director
101,396,457
98.79
1,244,474
1.21
102,640,931
76.89%
109
10. To re-elect Peter Ventress as a Director.
102,188,293
99.56
452,747
0.44
102,641,040
76.89%
0
11. To elect Robyn Perriss as a Director.
102,620,820
99.98
20,220
0.02
102,641,040
76.89%
0
12. To elect Karen Slatford as a Director
101,557,589
98.94
1,083,342
1.06
102,640,931
76.89%
109
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 5 December 2019 was 198,477,866 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 elect or re-elect independent non-executive directors (resolutions 9 to 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: http://www.morningstar.co.uk/uk/NSM.
A copy of this announcement will be available on the Company's website at: https://www.softcat.com/investors
Luke Thomas, Company Secretary
Softcat plc
6 December 2019
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