REG - Softcat PLC - Result of AGM

SoftcatAnnouncement

14/12/2022 10:15

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RNS Number : 6901J  Softcat PLC  14 December 2022

Company Number:
02174990
                       14 December 2022

 

Softcat plc

("Softcat", the "Company")

Results of Annual General Meeting

Softcat plc (the "Company") announces that at its Annual General Meeting
("AGM") held yesterday, 13 December 2022, 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 3 November 2022, which is available on Softcat's
website at: https://www.softcat.com/investors/shareholder-information/
(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         171,428,127  100.00  313            0.00  171,428,440         85.98                            235,329
 Directors together with the Auditor's Report for the year ended 31 July 2022
 2. To approve the Directors' Remuneration Report                                168,139,235  97.95   3,524,446      2.05  171,663,681         86.09                            88
 3. To approve the Directors' Remuneration Policy                                169,094,250  98.50   2,569,431      1.50  171,663,681         86.09                            88
 4. To declare a final dividend of 16.6 pence per ordinary share                 171,663,456  100.00  313            0.00  171,663,769         86.09                            0
 5. To declare a special dividend of 12.6 pence per ordinary share               171,661,966  100.00  1,803          0.00  171,663,769         86.09                            0
 6. To re-elect Graeme Watt as a Director                                        168,672,891  99.46   913,923        0.54  169,586,814         85.05                            2,076,955
 7. To re-elect Martin Hellawell as a Director                                   166,393,694  97.32   4,580,101      2.68  170,973,795         85.75                            689,974
 8. To re-elect Graham Charlton as a Director                                    169,811,781  98.92   1,851,065      1.08  171,662,846         86.09                            923
 9. To re-elect Vin Murria OBE as a Director                                     170,768,572  99.49   881,518        0.51  171,650,090         86.09                            13,679
 10. To re-elect Robyn Perriss as a Director                                     170,423,610  99.29   1,226,480      0.71  171,650,090         86.09                            13,679
 11. To re-elect Karen Slatford as a Director                                    165,923,744  96.66   5,726,346      3.34  171,650,090         86.09                            13,679
 12. To elect Lynne Weedall as a Director                                        171,465,229  99.89   185,022        0.11  171,650,251         86.09                            13,518
 13. To re-appoint Ernst & Young LLP as auditor of the Company                   170,556,957  99.36   1,103,978      0.64  171,660,935         86.09                            2,834
 14. To authorise the Audit Committee to determine the auditor's remuneration    171,647,964  99.99   12,878         0.01  171,660,842         86.09                            2,927
 15. To authorise the Company to make political donations and expenditure up to  167,523,973  97.59   4,139,724      2.41  171,663,697         86.09                            72
 the aggregate amount of £100,000
 16. To authorise the Directors to allot securities pursuant to Section 551 of   170,126,806  99.11   1,534,286      0.89  171,661,092         86.09                            2,677
 the Companies Act 2006
 SPECIAL RESOLUTIONS
 17. To authorise the Directors to dis-apply the statutory pre-emption rights    171,432,603  99.87   217,741        0.13  171,650,344         86.09                            13,425
 pursuant to Sections 570 and 573 of the Companies Act 2006
 18. To authorise the Directors to dis-apply statutory pre-emption rights for    170,181,338  99.14   1,481,780      0.86  171,663,118         86.09                            651
 the purposes of acquisitions or capital investments pursuant to Sections 570
 and 573 of the Companies Act 2006
 19. To authorise the Company to purchase its own shares                         170,122,157  99.25   1,282,325      0.75  171,404,482         85.96                            259,287
 20. To approve the calling of a general meeting other than an annual general    166,441,670  96.96   5,221,861      3.04  171,663,531         86.09                            238
 meeting on not less than 14 clear days' notice

 

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
 9. To re-elect Vin Murria OBE as a Director   105,819,794  99.17  881,518        0.83  106,701,312         53.51                            13,679
 10. To re-elect Robyn Perriss as a Director.  105,474,832  98.85  1,226,480      1.15  106,701,312         53.51                            13,679
 11. To re-elect Karen Slatford as a Director  100,974,966  94.63  5,726,346      5.37  106,701,312         53.51                            13,679
 12. To elect Lynne Weedall as a Director      106,516,451  99.83  185,022        0.17  106,701,473         53.51                            13,518

 

 

 

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 9 December 2022, 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

199,389,914 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 9, 10, 11 and 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:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(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/investors/shareholder-information/
(https://www.softcat.com/investors/shareholder-information/) .

 

 

Luke Thomas, Company Secretary

Softcat plc

 

 

14 December 2022

 

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