25 Sep 2019 16:49
Sophos Group Plc (the 'Company')
Result of Annual General Meeting ('AGM')
The Company's 2019 AGM was held today at The Pentagon, Abingdon Science Park, Abingdon OX14 3YP at 3.00pm. All resolutions proposed at the meeting were passed on a poll. The table below shows the total votes validly cast, being those votes for or against each resolution. Total votes cast, including votes withheld, were over 407,473,479 Ordinary Shares, representing 83.49% of the Ordinary Shares in issue as at close of business on 23 September 2019.
| For (votes) | For % | Against (votes) | Against % | Total votes validly cast | Withheld (votes) |
1. Annual Report and Accounts | 407,182,673 | 99.99% | 35,919 | 0.01% | 407,218,592 | 254,887 |
2. Directors' Remuneration Policy | 298,467,382 | 84.99% | 52,715,495 | 15.01% | 351,182,877 | 56,290,602 |
3. Annual Report on Remuneration | 263,808,408 | 65.27% | 140,386,313 | 34.73% | 404,194,721 | 3,278,758 |
4. Declaration of a final dividend | 407,455,034 | 100.00% | 6,998 | 0.00% | 407,462,032 | 11,448 |
5. Re-election of Sandra Bergeron | 335,531,574 | 83.02% | 68,634,645 | 16.98% | 404,166,219 | 3,307,260 |
6. Re-election of Nick Bray | 396,299,223 | 97.26% | 11,156,179 | 2.74% | 407,455,402 | 18,078 |
7. Re-election of Peter Gyenes | 344,809,806 | 86.47% | 53,934,162 | 13.53% | 398,743,968 | 8,729,511 |
8. Re-election of Kris Hagerman | 398,292,400 | 97.75% | 9,179,270 | 2.25% | 407,471,670 | 1,810 |
9. Re-election of Roy Mackenzie | 384,233,650 | 95.07% | 19,922,079 | 4.93% | 404,155,729 | 3,317,750 |
10. Re-election of Rick Medlock | 381,335,583 | 94.37% | 22,750,027 | 5.63% | 404,085,610 | 3,387,869 |
11. Re-election of Vin Murria | 381,666,438 | 94.43% | 22,493,743 | 5.57% | 404,160,181 | 3,313,299 |
12. Re-election of Paul Walker | 325,531,595 | 85.91% | 53,384,658 | 14.09% | 378,916,253 | 28,557,226 |
13. Re-appointment of KPMG LLP | 396,132,443 | 98.53% | 5,902,824 | 1.47% | 402,035,267 | 5,438,212 |
14. Authorisation to agree the auditors' remuneration | 402,036,830 | 100.00% | 1,451 | 0.00% | 402,038,281 | 5,435,199 |
15. Authorisation to make political donations | 405,931,750 | 99.63% | 1,511,835 | 0.37% | 407,443,585 | 29,895 |
16. Authorisation to allot shares | 392,649,219 | 96.37% | 14,782,353 | 3.63% | 407,431,572 | 39,908 |
17. Authorisation to disapply pre-emption rights | 407,167,352 | 99.94% | 259,815 | 0.06% | 407,427,167 | 46,313 |
18. Authorisation to disapply pre-emption rights in respect of a greater number of shares for the purpose of financing acquisitions or other capital investments | 395,864,967 | 97.16% | 11,558,822 | 2.84% | 407,423,789 | 49,690 |
19. Authorisation to make market purchases | 404,664,697 | 99.39% | 2,468,820 | 0.61% | 407,133,517 | 339,962 |
20. General meetings may be called on not less than 14 clear days' notice | 389,718,027 | 95.64% | 17,746,481 | 4.36% | 407,464,508 | 8,972 |
NOTES:
1. | Votes "For" includes discretionary votes received. |
2. | A "Vote withheld" is not a vote in law and is not counted in the proportion of votes "For" or "Against" any resolution, or "Total votes validly cast". |
3. | The Notice of Annual General Meeting is available on the Company's website https://investors.sophos.com. |
4. | A copy of resolutions 16 to 20 passed at the AGM will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
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The Board notes that while Resolution 3 was passed with a majority of 65.27%, a minority of our shareholders
chose to vote against this resolution.
The views of all shareholders are important to us and we are disappointed in this outcome. We will reflect
carefully on the different feedback already received and continue to engage with shareholders on this important
issue, to understand more fully the reasons for their position.
We will publish an update on that engagement within six months of the AGM.
25 September 2019
Paul Waters
Group Company Secretary
LEI: 21380078ZKBCC75BO206