Last checked at 7 Dec 2023 14:09
07 December 2023
DARKTRACE PLC
("Darktrace")
Results of Annual General Meeting
Darktrace announces the results of its annual general meeting ("AGM") held at the offices of Latham & Watkins, 99 Bishopsgate Street, London EC2M 3XF on 7 December 2023 at 11.00 a.m. (GMT).
Voting on all of the resolutions was conducted on a poll. The Board notes that all Resolutions were passed with the requisite majorities, except for Resolution 12. Further, the Board notes that in respect of resolutions 9 and 11, there was majority support but less than 80% approval. The Board is committed to maintaining a dialogue with shareholders and will seek to engage with those shareholders who did not vote in favour of resolutions 9, 11 and 12 to understand their concerns. An update on the views received from Shareholders and actions taken will be published within six months of the date of today's AGM.
The Board also notes that in respect of Resolution 12, 56.67% of votes were cast against the election of Patrick Jacob, the Invoke shareholders' nominated Non-Executive Director, to the Darktrace Board. As a result of this, Mr Jacob is no longer on the Board.
A copy of the resolutions passed at the AGM will be submitted to the National Storage Mechanism in accordance with Listing Rules 9.6.2R and 9.6.3R, and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
As of today's date, Darktrace has 700,248,943 ordinary shares in issue (excluding any ordinary shares held in treasury). The results of the poll, incorporating proxy votes duly lodged prior to the meeting, are set out below and will also shortly be available on Darktrace's website at www.darktrace.com.
Ordinary Resolutions | Votes for | % of votes cast for | Votes Against | % of votes cast against | Total votes cast | Total votes cast as % of ISC | Votes withheld(1) | |
1. | To receive the annual reports and accounts | 485,650,322 | 99.95 | 224,623 | 0.05 | 485,874,945 | 69.39% | 1,673,842 |
2. | To re-appoint Grant Thornton UK LLP as auditor of Darktrace until the next annual general meeting | 485,782,778 | 99.80 | 975,371 | 0.20 | 486,758,149 | 69.51% | 790,638 |
3. | To authorise the Directors' to determine the remuneration of the auditors | 487,441,373 | 99.98 | 76,825 | 0.02 | 487,518,198 | 69.62% | 30,589 |
4. | To re-elect Gordon Hurst as a director | 481,288,927 | 99.05 | 4,592,185 | 0.95 | 485,881,112 | 69.39% | 1,667,675 |
5. | To re-elect Poppy Gustafsson OBE as a director | 485,249,607 | 99.53 | 2,270,031 | 0.47 | 487,519,638 | 69.62% | 29,149 |
6. | To re-elect Catherine Graham as a director | 482,991,895 | 99.07 | 4,526,256 | 0.93 | 487,518,151 | 69.62% | 30,636 |
7. | To re-elect Stephen Shanley as a director | 453,269,451 | 92.99 | 34,186,821 | 7.01 | 487,456,272 | 69.61% | 92,515 |
8. | To re-elect Johannes Sikkens as a director | 452,849,319 | 92.90 | 34,606,952 | 7.10 | 487,456,271 | 69.61% | 92,516 |
9. | To re-elect Lord Willetts as a director | 333,330,137 | 68.37 | 154,191,917 | 31.63 | 487,522,054 | 69.62% | 26,733 |
10. | To re-elect Paul Harrison as a director | 484,979,501 | 99.48 | 2,539,530 | 0.52 | 487,519,031 | 69.62% | 29,756 |
11. | To re-elect Sir Peter Bonfield CBE, FREng, as a director | 379,650,832 | 77.87 | 107,871,027 | 22.13 | 487,521,859 | 69.62% | 26,928 |
12. | To elect Patrick Jacob as a director | 208,856,441 | 43.33 | 273,144,020 | 56.67 | 482,000,461 | 68.83% | 5,548,326 |
13. | To elect Elaine Bucknor as a director | 487,417,894 | 99.98 | 101,526 | 0.02 | 487,519,420 | 69.62% | 29,367 |
14. | To authorise the Directors to allot relevant securities | 483,154,551 | 99.10 | 4,374,623 | 0.90 | 487,529,174 | 69.62% | 19,613 |
15. | To approve the Report of the Remuneration Committee and Annual Report on Remuneration (excluding the Directors' Remuneration Policy) | 465,423,126 | 95.74 | 20,699,098 | 4.26 | 486,122,224 | 69.42% | 1,426,563 |
16. | To authorise political donations and political expenditures | 472,990,995 | 97.35 | 12,892,578 | 2.65 | 485,883,573 | 69.39% | 1,665,214 |
Special Resolutions | Votes for | % of votes cast for | Votes against | % of votes cast against | Total votes cast | Total votes cast as % of ISC | Votes withheld (1) | |
17. | To give the Directors limited authority to allot shares for cash without making a pre-emptive offer to shareholders. | 481,561,165 | 98.93 | 5,213,888 | 1.07 | 486,775,053 | 69.51% | 773,734 |
18. | To give the Directors an additional limited authority to allot shares for cash and disapply offer to shareholders. | 479,451,980 | 98.50 | 7,320,968 | 1.50 | 486,772,948 | 69.51% | 775,839 |
19. | To authorise Darktrace to make market purchases of its own shares up to a specified amount | 485,404,822 | 99.80 | 985,822 | 0.20 | 486,390,644 | 69.46% | 1,158,143 |
20. | Authority to buy-back relevant shares and related matters | 486,699,386 | 99.98 | 75,598 | 0.02 | 486,774,984 | 69.51% | 773,803 |
21. | To approve the calling of general meetings (other than an AGM), on not less than 14 clear days' notice. | 482,541,485 | 98.98 | 4,984,136 | 1.02 | 487,525,621 | 69.62% | 23,166 |
(1) A 'vote withheld' in respect of any resolution is not a vote in law and is not counted in the calculation of the proportion of the votes for and against it.
Contact:
Luk Janssens - Head of Investor Relations
Email: Luk.Janssens@darktrace.com; Mobile: 07811027918
Henry Wallers - Headland, Media Relations Advisor to Darktrace
Email: HWallers@headlandconsultancy.com; Mobile: 07876562436