Last checked at 8 Dec 2016 17:42
Softcat plc
Results of Annual General Meeting
Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held today, 8 December 2016, all resolutions set out in the notice of the AGM were passed by the requisite majority of votes by shareholders by way of poll. The results of the poll for each resolution were as follows:
VOTES FOR | % | VOTES AGAINST | % | VOTES WITHHELD | TOTAL SHARES VOTED | % OF ISSUED SHARE CAPITAL VOTED | |
ORDINARY RESOLUTIONS
| |||||||
1. To receive the financial statements and the reports of the Directors and the auditor for the year ended 31 July 2016
| 137,424,383 | 99.97 | 36,000 | 0.03 | 2,182,595 | 137,460,383 | 69.56 |
2. To approve the Directors' Remuneration Report (excluding the Directors' Remuneration Policy)
| 133,762,756 | 99.94 | 78,859 | 0.06 | 5,801,363 | 133,841,615 | 67.73 |
3. To approve the Directors' Remuneration Policy | 133,263,599 | 99.56 | 591,311 | 0.44 | 5,788,068 | 133,854,910 | 67.74 |
4. To declare a final dividend for the financial year ended 31 July 2016 of 3.6 pence per ordinary share
| 139,605,219 | 99.97 | 37,759 | 0.03 | 0.00 | 139,642,978 | 70.67 |
5. To declare a special dividend of 14.2 pence per ordinary share
| 139,642,978 | 100.00 | 0.00 | 0.00 | 0.00 | 139,642,978 | 70.67 |
6. To re-elect Brian Wallace as a Director | 139,512,580 | 99.91 | 130,398 | 0.09 | 0.00 | 139,642,978 | 70.67 |
7. To re-elect Martin Hellawell as a Director | 139,511,941 | 99.91 | 131,037 | 0.09 | 0.00 | 139,642,978 | 70.67 |
8. To re-elect Graham Charlton as a Director | 139,499,552 | 99.90 | 143,426 | 0.10 | 0.00 | 139,642,978 | 70.67 |
9. To re-elect Lee Ginsberg as a Director | 136,888,347 | 99.83 | 229,957 | 0.17 | 2,524,674 | 137,118,304 | 69.39 |
10. To re-elect Peter Ventress as a Director
| 139,510,480 | 99.91 | 132,498 | 0.09 | 0.00 | 139,642,978 | 70.67 |
11. To elect Vin Murria as a Director | 139,510,480 | 99.91 | 132,498 | 0.09 | 0.00 | 139,642,978 | 70.67 |
12. To re-appoint Ernst & Young LLP as auditor of the Company | 137,737,997 | 99.86 | 196,475 | 0.14 | 1,708,506 | 137,934,472 | 69.80 |
13. To authorise the Directors to determine the remuneration of the auditor
| 137,686,132 | 99.82 | 248,340 | 0.18 | 1,708,506 | 137,934,472 | 69.80 |
14. To authorise the Company to make political donations
| 77,797,167 | 57.73 | 56,957,319 | 42.27 | 4,888,492 | 134,754,486 | 68.19 |
15. To authorise the Directors to allot ordinary shares pursuant to Section 551 of the Companies Act 2006
| 138,993,323 | 99.53 | 649,655 | 0.47 | 0.00 | 139,642,978 | 70.67 |
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
| 139,638,938 | 99.99 | 1,000 | 0.01 | 3,040 | 139,639,938 | 70.67 |
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
| 132,455,730 | 94.85 | 7,187,248 | 5.15 | 0.00 | 139,642,978 | 70.67 |
18. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice
| 139,022,488 | 99.56 | 620,490 | 0.44 | 0.00 | 139,642,978 | 70.67 |
VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER ON ELECTION OR RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS
ORDINARY RESOLUTIONS | VOTES FOR | % | VOTES AGAINST | % | VOTES WITHHELD | TOTAL SHARES VOTED | % OF ISSUED SHARE CAPITAL VOTED |
9. To re-elect Lee Ginsberg as a Director | 75,994,609 | 99.70 | 229,957 | 0.30 | 2,524,674 | 76,224,566 | 38.57 |
10. To re-elect Peter Ventress as a Director. | 78,616,742 | 99.83 | 132,498 | 0.17 | 0.00 | 78,749,240 | 39.85 |
11. To elect Vin Murria as a Director. | 78,616,742 | 99.83 | 132,498 | 0.17 | 0.00 | 78,749,240 | 39.85 |
Notes:
The Board of the Company have noted, notwithstanding that the resolution passed at the AGM, that there were a significant proportion of votes against resolution 14 authorising political donations. The Board will engage with the shareholders who cast their votes against this resolution to understand their views and discuss the Board's policy regarding political donations. As stated in the Notice of the AGM, it is not the policy of the Company to make political donations or to incur other political expenditure and the Directors have no intention of changing that policy.
A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution nor in the calculation of the proportion of "issued share capital voted" for any resolution.
The Company's total ordinary shares in issue (total voting rights) as at 8 December 2016 was 197,606,143 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 LSE Listing Rules, and each resolution to elect or re-elect independent non-executive directors (resolutions 9 to 11) have under LSE 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 LSE Listing Rules, a copy of the resolutions passed at the AGM has been submitted to the National Storage Mechanism and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM.
The complete poll results (inclusive of proxy votes lodged before the AGM) will be available shortly on the Company's website at: https://www.softcat.com/
Registered address: Solar House, Fieldhouse Lane, Marlow, Buckinghamshire, United Kingdom, SL7 1LW
Website: https://www.softcat.com/
Capita Company Secretarial Services Limited - Company Secretary
8 December 2016