30 Aug 2018 16:55
Sophos Group Plc (the 'Company')
Result of Annual General Meeting ('AGM')
The Company's 2018 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 395,479,201 Ordinary Shares, representing 82.91% of the Ordinary Shares in issue as at 6pm on 28 August 2018.
For (votes) | For % | Against (votes) | Against % | Total votes validly cast | Withheld (votes) | |
1. Annual Report and Accounts | 389,918,514 | 99.95% | 193,545 | 0.05% | 390,112,059 | 5,367,141 |
2. Annual Report on Remuneration | 267,403,495 | 67.62% | 128,070,534 | 32.38% | 395,474,029 | 5,171 |
3. Declaration of a final dividend | 395,477,409 | 100.00% | 1,177 | 0.00% | 395,478,586 | 615 |
4. Re-election of Sandra Bergeron | 382,519,930 | 96.73% | 12,951,167 | 3.27% | 395,471,097 | 8,104 |
5. Re-election of Nick Bray | 376,541,964 | 95.21% | 18,930,821 | 4.79% | 395,472,785 | 6,416 |
6. Re-election of Peter Gyenes | 356,174,623 | 90.25% | 38,468,891 | 9.75% | 394,643,514 | 835,686 |
7. Re-election of Kris Hagerman | 377,097,275 | 95.35% | 18,376,024 | 4.65% | 395,473,299 | 5902 |
8. Re-election of Roy Mackenzie | 367,474,973 | 92.92% | 27,991,751 | 7.08% | 395,466,724 | 12,476 |
9. Re-election of Rick Medlock | 382,175,044 | 96.64% | 13,291,681 | 3.36% | 395,466,725 | 12,476 |
10. Re-election of Steve Munford | 369,313,619 | 93.39% | 26,157,355 | 6.61% | 395,470,974 | 8,226 |
11. Re-election of Vin Murria | 369,668,175 | 93.48% | 25,799,150 | 6.52% | 395,467,325 | 11,876 |
12. Re-election of Paul Walker | 309,973,352 | 78.38% | 85,493,373 | 21.62% | 395,466,725 | 12,476 |
13. Re-appointment of KPMG LLP | 382,467,299 | 96.71% | 13,003,544 | 3.29% | 395,470,843 | 8,357 |
14. Authorisation to agree the auditors' remuneration | 390,253,339 | 98.68% | 5,217,384 | 1.32% | 395,470,723 | 8,477 |
15. Authorisation to make political donations | 394,933,855 | 99.86% | 539,030 | 0.14% | 395,472,885 | 6,316 |
16. Authorisation to allot shares | 375,945,001 | 95.06% | 19,532,170 | 4.94% | 395,477,171 | 2,030 |
17. Authorisation to disapply pre-emption rights | 395,187,817 | 99.93% | 282,683 | 0.07% | 395,470,500 | 8,701 |
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 | 391,989,355 | 99.12% | 3,484,738 | 0.88% | 395,474,093 | 5,107 |
19. Authorisation to make market purchases | 393,917,071 | 99.61% | 1,557,441 | 0.39% | 395,474,512 | 4,688 |
20. General meetings may be called on not less than 14 clear days' notice | 380,743,401 | 96.28% | 14,731,151 | 3.72% | 395,474,552 | 4,649 |
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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We are disappointed to note that a minority of our shareholders chose to vote against our Annual Report on Remuneration and the re-election of Paul Walker, our Remuneration Committee Chair.
We are mindful that a number of features of our remuneration policy continue to differ from typical UK market practice and are conscious therefore, that this may have informed how certain of our shareholders chose to cast their votes at this year's AGM. The Company, in fact, has already initiated an engagement program with our larger shareholders to gather feedback pertinent to our remuneration policy review ahead of the binding shareholder vote at the 2019 AGM. We look forward to continuing this constructive two-way consultation on the evolution of our remuneration policy over the forthcoming months.
If you would like to view the interim statement published by the Company in response to its inclusion in the Investment Association's Public Register in November 2017, please visit https://investors.sophos.com.
30 August 2018
Chloe Barry
Group Company Secretary
LEI: 21380078ZKBCC75BO206