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9 Jun 2023 16:17
S4Capital plc
("S4Capital" or "the Company")
Results of 2023 Annual General Meeting
S4Capital plc (SFOR.L) announces that following its Annual General Meeting ("AGM") held at 14 Hewett Street, London EC2A 3NP and virtually on 9 June 2023 at 1 pm, all the proposed resolutions were duly passed by shareowners by way of a poll. Resolutions 1 to 20 were passed as ordinary resolutions and Resolutions and 21 to 25 were passed as special resolutions.
The total number of votes cast on the poll for each resolution (the full text of the resolutions is detailed in the notice of the AGM dated 13 April 2023) is set out below.
Resolution | Votes For | % of votes cast | Votes Against | % of votes cast | Total Cast | Withheld |
1. To receive the2022 annual report and accounts | 298,158,261 | 100.00% | 9,136 | 0.00% |
298,167,397 | 204,204 |
2. To approve the Directors' Remuneration Report | 270,259,424 | 97.95% | 5,652,099 | 2.05% |
275,911,523 | 21,256,825 |
3. To re-elect Sir Martin Sorrell as a Director | 233,921,334 | 93.15% | 17,204,404 | 6.85% | 251,125,738 | 45,360,811 |
4. To re-elect Christopher S. Martin as a Director | 297,409,876 | 99.93% | 204,291 | 0.07% |
297,614,167 | 75,635 |
5. To re-elect Daniel Pinto as a Director | 297,383,000 | 99.92% | 238,696 | 0.08% | 297,621,696 | 68,106 |
6. To re-elect Elizabeth Buchanan as a Director | 297,374,867 | 99.92% | 239,250 | 0.08% | 297,614,117 | 75,685 |
7. To re-elect Margaret Ma Connolly as a Director | 294,919,380 | 99.09% | 2,695,316 | 0.91% | 297,614,696 | 75,106 |
8. To re-elect Mary Basterfield as a Director | 296,969,425 | 99.78% | 645,271 | 0.22% | 297,614,696 | 75,106 |
9. To re-elect Naoko Okumoto as a Director | 254,905,748 | 85.45% | 43,390,747 | 14.55% | 298,296,495 | 75,106 |
10. To re-elect Paul Roy as a Director | 295,979,984 | 99.45% | 1,634,133 | 0.55% | 297,614,117 | 75,685 |
11. To re-elect Peter Miles Young as a Director | 297,303,350 | 99.90% | 311,346 | 0.10% |
297,614,696 | 75,106 |
12. To re-elect Rupert Faure Walker as a Director | 296,971,145 | 99.78% | 643,551 | 0.22% |
297,614,696 | 75,106 |
13. To re-elect Scott Spirit as a Director | 297,401,686 | 99.93% | 213,010 | 0.07% | 297,614,696 | 75,106 |
14. To re-elect Susan Prevezer as a Director | 297,146,621 | 99.84% | 468,075 | 0.16% | 297,614,696 | 75,106 |
15. To re-elect Victor Knaap as a Director | 276,138,984 | 92.78% | 21,475,712 | 7.22% | 297,614,696 | 75,106 |
16. To re-elect Wesley ter Haar as a Director | 295,150,533 | 99.17% | 2,464,163 | 0.83% | 297,614,696 | 75,106 |
17. To elect Colin Day as a Director | 297,036,124 | 99.81% | 578,572 | 0.19% | 297,614,696 | 75,106 |
18. To re-appoint PricewaterhouseCoopers LLP as auditors | 298,199,609 | 99.95% | 151,223 | 0.05% |
298,350,832 | 20,769 |
19.To authorise the Directors to fix the remuneration of the auditors | 298,321,756 | 99.99% | 28,558 | 0.01% |
298,350,314 | 21,287 |
20. To authorise the Directors generally to allot ordinary shares | 288,176,340 | 97.20% | 8,289,602 | 2.80% |
296,465,942 | 20,607 |
21.To authorise the disapplication of pre-emption rights generally | 297,558,013 | 99.73% | 790,986 | 0.27% |
298,348,999 | 22,602 |
22. To authorise the disapplication of pre-emption rights in connection with a specified acquisition or capital investment | 293,875,104 | 98.90% | 3,271,442 | 1.10% |
297,146,546 | 21,802 |
23. To authorise the disapplication of pre-emption rights to facilitate pro-rata offers to overseas shareowners | 286,674,522 | 96.73% | 9,702,024 | 3.27% |
296,376,546 | 791,802 |
24. To authorise the Company to purchase its own shares | 297,351,669 | 99.67% | 981,458 | 0.33% |
298,333,127 | 38,474 |
25. To enable the Company to call general meetings, other than an Annual General Meeting, on reduced notice | 291,969,030 | 98.25% | 5,185,469 | 1.75% |
297,154,499 | 13,849 |
Notes:
(1) The "for" votes include those giving the Chairman discretion.
(2) Total votes "for" and "against" are expressed as a percentage of the total votes cast.
(3) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" a resolution.
(4) Issued Share Capital: 577,330,456 ordinary shares.
The above poll results will shortly be available on the website. In accordance with Listing Rule 9.6.2 a copy of the resolutions, other than those concerning ordinary business of the Company, will be submitted to the FCA and will in due course be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries
S4Capital plc
Tel: +44 (0)20 3793 0003
Sir Martin Sorrell, Executive Chairman
Powerscourt (PR adviser to S4Capital plc)
Tel: +44 (0)7970 246 725
Elly Williamson
About S4Capital
S4Capital plc (SFOR.L) is the tech-led, new age/new era digital advertising, marketing and technology services company, established by Sir Martin Sorrell in May 2018.
Our strategy is to build a purely digital advertising and marketing services business for global, multinational, regional, and local clients, and millennial-driven influencer brands. This will be achieved by integrating leading businesses in three practices: Content, Data&digital media and Technology Services, along with an emphasis on 'faster, better, cheaper, more' execution in an always-on consumer-led environment, with a unitary structure.
Victor Knaap, Wesley ter Haar, Christopher S. Martin, Scott Spirit and Mary Basterfield all joined the S4Capital Board as Executive Directors. The S4Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly, Miles Young and Colin Day.
The Company now has approximately 8,700 people in 32 countries with approximately 70% of revenue across the Americas, 20% across Europe, the Middle East and Africa and 10% across Asia-Pacific. The longer-term objective is a geographic split of 60%:20%:20%. Content currently accounts for approximately 60% of revenue, Data&digital media 30% and Technology Services 10%. The long-term objective for the practices is a split of 50%:25%:25%.
Sir Martin was CEO of WPP for 33 years, building it from a £1 million 'shell' company in 1985 into the world's largest advertising and marketing services company, with a market capitalisation of over £16 billion on the day he left. Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi Company Plc for nine years.
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