7 Sep 2017 17:12
Sophos Group Plc (the 'Company')
Result of Annual General Meeting ('AGM')
The Company's 2017 AGM was held 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 388,804,585 Ordinary Shares, representing 83.79% of the Ordinary Shares in issue as at 6pm on 5 September 2017.
| For (votes) | For % | Against (votes) | Against % | Total votes validly cast | Withheld (votes) |
Ordinary Resolutions |
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1. Annual Report and Accounts. | 388,639,679 | 99.97% | 125,000 | 0.03% | 388,764,679 | 39,906 |
2. Annual Remuneration Report | 271,042,033 | 70.18% | 115,160,183 | 29.82% | 386,202,216 | 2,602,369 |
3. Declaration of Final Dividend. | 388,784,437 | 99.9998% | 605 | 0.0002% | 388,785,042 | 19,543 |
4. Election of Rick Medlock. | 382,013,268 | 98.68% | 5,104,545 | 1.32% | 387,117,813 | 1,686,772 |
5. Election of Vin Murria. | 364,031,419 | 93.64% | 24,737,656 | 6.36% | 388,769,075 | 35,510 |
6. Re-election of Sandra Bergeron. | 369,371,065 | 95.01% | 19,387,168 | 4.99% | 388,758,233 | 46,352 |
7. Re-election of Nick Bray. | 361,770,669 | 93.05% | 27,033,547 | 6.95% | 388,804,216 | 369 |
8. Re-election of Peter Gyenes. | 361,463,465 | 92.98% | 27,298,121 | 7.02% | 388,761,586 | 42,999 |
9. Re-election of Kris Hagerman. | 361,770,665 | 93.05% | 27,033,920 | 6.95% | 388,804,585 | 0 |
10. Re-election of Roy Mackenzie. | 350,247,043 | 90.09% | 38,523,388 | 9.91% | 388,770,431 | 34,154 |
11. Re-election of Steve Munford. | 352,244,784 | 90.60% | 36,527,284 | 9.40% | 388,772,068 | 32,517 |
12. Re-election of Salim Nathoo. | 352,239,978 | 90.60% | 36,530,453 | 9.40% | 388,770,431 | 34,154 |
13. Re-election of Paul Walker. | 355,172,816 | 91.36% | 33,598,056 | 8.64% | 388,770,872 | 33,713 |
14. Re-appointment of KPMG LLP. | 382,047,128 | 98.27% | 6,743,661 | 1.73% | 388,790,789 | 13,796 |
15. Authorisation to agree the auditors' remuneration. | 388,172,529 | 99.85% | 596,419 | 0.15% | 388,768,948 | 35,637 |
16. Authorisation to make political donations. | 386,224,756 | 99.34% | 2,573,582 | 0.66% | 388,798,338 | 6,247 |
17. Authorisation to allot shares. | 371,367,846 | 95.52% | 17,420,775 | 4.48% | 388,788,621 | 15,964 |
Special Resolutions |
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18. Authorisation to disapply pre-emption rights | 388,477,303 | 99.93% | 278,505 | 0.07% | 388,755,808 | 48,671 |
19. Authorisation to disapply pre-emption rights in respect of a greater number of shares for the purpose of financing acquisitions or other capital investments. | 384,944,523 | 99.02% | 3,814,848 | 0.98% | 388,759,371 | 45,108 |
20. Authorisation to make market purchases. | 386,412,390 | 99.53% | 1,807,316 | 0.47% | 388,219,706 | 584,879 |
21. General meetings may be called on not less than 14 clear days' notice. | 376,138,880 | 96.74% | 12,660,997 | 3.26% | 388,799,877 | 4,708 |
22. Approval, adoption and ratification of ordinary remuneration payments to Non-Executive Directors. | 386,598,989 | 99.92% | 319,908 | 0.08% | 386,918,897 | 1,885,688 |
23. Adoption of New Articles of Association | 385,123,990 | 99.39% | 2,358,702 | 0.61% | 387,482,692 | 1,321,893 |
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 18 to 23 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 note that a minority of our shareholders did not support the advisory vote for our Annual Remuneration Report. We believe that our current remuneration policy creates a strong link between pay and performance, and our results in 2017 illustrated excellent delivery against strategy by the management team. We will continue to engage with our shareholders to understand their views in greater detail.
7 September 2017
Eleanor Lacey
General Counsel and Company Secretary