REG - Softcat PLC - Result of AGM

SoftcatAnnouncement

14/12/2023 11:30

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RNS Number : 8614W  Softcat PLC  14 December 2023

Company Number:
02174990
                       14 December 2023

 

Softcat plc

Results of Annual General Meeting

Softcat plc (the "Company") announces that at its Annual General Meeting
("AGM") held yesterday, 13 December 2023, 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 1 November 2023, 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         176,577,042  99.99%  3,350          0.01%   176,580,392         88.46%                           78,559
 Directors together with the Auditor's Report for the year ended 31 July 2023
 2. To approve the Directors' Remuneration Report                                170,871,646  96.73%  5,781,814      3.27%   176,653,460         88.50%                           5,491
 3. To declare a final dividend of 17.0 pence per ordinary share                 176,654,705  99.99%  3,314          0.01%   176,658,019         88.50%                           932
 4. To declare a special dividend of 12.6 pence per ordinary share               176,654,705  99.99%  3,314          0.01%   176,658,019         88.50%                           932
 5. To re-elect Graeme Watt as a Director                                        150,826,112  86.08%  24,393,398     13.92%  175,219,510         87.78%                           1,439,441
 6. To re-elect Graham Charlton as a Director                                    176,070,771  99.67%  586,166        0.33%   176,656,937         88.50%                           2,014
 7. To elect Katy Mecklenburgh as a Director                                     175,192,452  99.17%  1,465,282      0.83%   176,657,734         88.50%                           1,217
 8. To re-elect Vin Murria OBE as a Director                                     176,324,877  99.81%  332,529        0.19%   176,657,406         88.50%                           1,545
 9. To re-elect Robyn Perriss as a Director                                      176,203,791  99.74%  453,665        0.26%   176,657,456         88.50%                           1,495
 10. To re-elect Lynne Weedall as a Director                                     175,148,914  99.15%  1,508,492      0.85%   176,657,406         88.50%                           1,545
 11. To elect Mayank Prakash as a Director                                       176,656,465  99.99%  800            0.01%   176,657,265         88.50%                           1,686
 12. To re-appoint Ernst & Young LLP as auditor of the Company                   174,594,590  98.83%  2,061,555      1.17%   176,656,145         88.50%                           2,806
 13. To authorise the Audit Committee to determine the auditor's remuneration    175,697,908  99.46%  958,388        0.54%   176,656,296         88.50%                           2,655
 14. To authorise the Company to make political donations and expenditure up to  173,521,828  98.28%  3,043,740      1.72%   176,565,568         88.46%                           93,383
 the aggregate amount of £100,000
 15. To authorise the Directors to allot securities pursuant to Section 551 of   172,950,648  97.91%  3,700,336      2.09%   176,650,984         88.50%                           7,967
 the Companies Act 2006
 SPECIAL RESOLUTIONS
 16. To authorise the Directors to dis-apply the statutory pre-emption rights    164,574,680  93.16%  12,075,868     6.84%   176,650,548         88.50%                           8,403
 pursuant to Sections 570 and 573 of the Companies Act 2006
 17. To authorise the Directors to dis-apply statutory pre-emption rights for    159,177,386  90.11%  17,473,696     9.89%   176,651,082         88.50%                           7,869
 the purposes of acquisitions or capital investments pursuant to Sections 570
 and 573 of the Companies Act 2006
 18. To authorise the Company to purchase its own shares                         171,647,205  97.32%  4,717,798      2.68%   176,365,003         88.36%                           293,948
 19. To approve the calling of a general meeting other than an annual general    171,473,397  97.07%  5,181,172      2.93%   176,654,569         88.50%                           4,382
 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
 8. To re-elect Vin Murria OBE as a Director  115,431,139  99.71%  332,529        0.29%  115,763,668         58.00%                           1,545
 9. To re-elect Robyn Perriss as a Director.  115,310,053  99.61%  453,665        0.39%  115,763,718         58.00%                           1,495
 10. To re-elect Lynne Weedall as a Director  114,255,176  98.70%  1,508,492      1.30%  115,763,668         58.00%                           1,545
 11. To elect Mayank Prakash as a Director    115,762,727  99.99%  800            0.01%  115,763,527         58.00%                           1,686

 

 

 

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 of ordinary shares in issue (total voting rights) as at
16:30 on 11 December 2023, 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

199,667,247 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 8, 9, 10 and 11) 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 2023

 

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