TIDMSCT
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/ .
The results of the poll for each resolution were as follows:
VOTES FOR % VOTES % TOTAL SHARES % OF VOTES
AGAINST VOTED ISSUED WITHHELD
SHARE
CAPITAL
VOTED
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 2023 176,577,042 99.99% 3,350 0.01% 176,580,392 88.46% 78,559
------------ ------- ----------- ------- ------------- --------- ----------
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 the aggregate
amount of GBP100,000 173,521,828 98.28% 3,043,740 1.72% 176,565,568 88.46% 93,383
------------ ------- ----------- ------- ------------- --------- ----------
15. To authorise
the Directors
to allot securities
pursuant to Section
551 of the Companies
Act 2006 172,950,648 97.91% 3,700,336 2.09% 176,650,984 88.50% 7,967
------------ ------- ----------- ------- ------------- --------- ----------
SPECIAL RESOLUTIONS
------------ ------- ----------- ------- ------------- --------- ----------
16. To authorise
the Directors
to dis-apply
the statutory
pre-emption rights
pursuant to Sections
570 and 573 of
the Companies
Act 2006 164,574,680 93.16% 12,075,868 6.84% 176,650,548 88.50% 8,403
------------ ------- ----------- ------- ------------- --------- ----------
17. 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 159,177,386 90.11% 17,473,696 9.89% 176,651,082 88.50% 7,869
------------ ------- ----------- ------- ------------- --------- ----------
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
meeting on not
less than 14
clear days' notice 171,473,397 97.07% 5,181,172 2.93% 176,654,569 88.50% 4,382
------------ ------- ----------- ------- ------------- --------- ----------
VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER ON
RE-ELECTION OF INDEPENT NON-EXECUTIVE DIRECTORS
ORDINARY RESOLUTIONS VOTES FOR % VOTES % TOTAL SHARES % OF ISSUED VOTES
AGAINST VOTED SHARE CAPITAL WITHHELD
VOTED
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 GBP0.0005 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 .
A copy of this announcement will be available on the Company's
website at:
https://www.softcat.com/investors/shareholder-information/ .
Luke Thomas, Company Secretary
Softcat plc
14 December 2023
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