REG - Softcat PLC - Result of AGM

SoftcatAnnouncement

10/12/2024 13:00

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RNS Number : 5483P  Softcat PLC  10 December 2024

Company Number:
02174990
                       10 December 2024

 

Softcat plc

Results of Annual General Meeting

Softcat plc (the "Company" or the "Group") announces that at its Annual
General Meeting ("AGM") held yesterday, 9 December 2024, 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 7 November 2024, which is available on Softcat's
website at: https://www.softcat.com/about-us/investor-centre/calendar.

 

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 Group's financial statements and the reports of the          173,247,767       99.99%  18,594                   0.01%   173,266,361         86.71%                           108,065
 Directors together with the Auditor's Report for the year ended 31 July 2024
 2. To approve the Directors' Remuneration Report                                  170,596,744    98.40%      2,773,416            1.60%   173,370,160         86.76%                           4,266
 3. To declare a final dividend of 18.1 pence per ordinary share                   173,362,288    99.99%           11,098          0.01%   173,373,386         86.76%                           1,040
 4. To declare a special dividend of 20.9 pence per ordinary share                 173,362,881    99.99%           11,188          0.01%   173,374,069         86.76%                           357
 5. To re-elect Graeme Watt as a Director                                          167,680,386    96.72%      5,692,747            3.28%   173,373,133         86.76%                           1,293
 6. To re-elect Graham Charlton as a Director                                      172,340,075    99.40%      1,033,725            0.60%   173,373,800         86.76%                           626
 7. To re-elect Katy Mecklenburgh as a Director                                    171,454,856    98.89%      1,918,277            1.11%   173,373,133         86.76%                           1,293
 8. To elect Jacqui Ferguson as a Director                                         172,596,152    99.55%         776,570           0.45%   173,372,722         86.76%                           1,704
 9. To re-elect Mayank Prakash as a Director                                       171,126,836    98.70%      2,245,639            1.30%   173,372,475         86.76%                           1,951
 10. To re-elect Lynne Weedall as a Director                                       170,314,276    98.24%      3,058,199            1.76%   173,372,475         86.76%                           1,951
 11. To re-elect Robyn Perriss as a Director                                       170,433,090    98.30%      2,939,385            1.70%   173,372,475         86.76%                           1,951
 12. To re-appoint Ernst & Young LLP as auditor of the Company                     167,846,288    96.81%      5,523,732            3.19%   173,370,020         86.76%                           4,406
 13. To authorise the Audit Committee to determine the auditor's remuneration      168,769,050    97.35%      4,602,343            2.65%   173,371,393         86.76%                           3,033
 14. To authorise the Company to make political donations and incur political      171,251,690    98.78%      2,121,940            1.22%   173,373,630         86.76%                           796
 expenditure up to the aggregate amount of £100,000
 15. To approve the Softcat Long Term Incentive Plan 2024                          172,429,381    99.46%         944,484           0.54%   173,373,865         86.76%                           561
 16. To approve the Softcat Annual and Deferred Bonus Plan 2024                    173,301,560    99.96%           71,684          0.04%   173,373,244         86.76%                           1,182
 17. To authorise the Directors to allot securities pursuant to Section 551 of     169,992,626    98.05%      3,380,402            1.95%   173,373,028         86.76%                           1,398
 the Companies Act 2006

 SPECIAL RESOLUTIONS
 18. To authorise the Directors to dis-apply the statutory pre-emption rights      157,521,344    90.86%    15,851,517             9.14%   173,372,861         86.76%                           1,565
 pursuant to Sections 570 and 573 of the Companies Act 2006
 19. To authorise the Directors to dis-apply statutory pre-emption rights for      149,690,316    86.34%    23,683,122             13.66%  173,373,438         86.76%                           988
 the purposes of acquisitions or capital investments pursuant to Sections 570
 and 573 of the Companies Act 2006
 20. To authorise the Company to purchase its own shares                           169,452,731    97.74%      3,913,323            2.26%   173,366,054         86.76%                           8,372
 21. To approve the calling of a general meeting other than an annual general      168,887,543    97.41%      4,485,478            2.59%   173,373,021         86.76%                           1,405
 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 elect Jacqui Ferguson as a Director       107,620,094                                  108,396,664         54.24%                           1,704

                                                                99.28   776,570        0.71
 9. To re-elect Mayank Prakash as a Director  106,150,778       97.93   2,245,639      2.07   108,396,417         54.24%                           1,951
 10. To re-elect Lynne Weedall as a Director  105,338,218       97.18   3,058,199      2.82   108,396,417         54.24%                           1,951
 11. To re-elect Robyn Perriss as a Director  105,457,032       97.29   2,939,385      2.71   108,396,417         54.24%                           1,951

 

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 number of ordinary shares in issue (total voting rights)
as at 16.30 on 5 December 2024, 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 199,822,264 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 8, 9, 10 and 11) have under
Listing Rule 6.2.8 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 6.4.2 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 Group's website at:
https://www.softcat.com/about-us/investor-centre/calendar.

 

 

 

Luke Thomas, Company Secretary

Softcat plc

10 December 2024

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