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Softcat

Softcat PLC - Result of AGM

RNS Number : 7090J
Softcat PLC
06 December 2018
 

 

 

Softcat plc

Results of Annual General Meeting

Softcat plc (the "Company") announces that at its Annual General Meeting ("AGM") held today, 6 December 2018, all resolutions set out in the notice of the AGM were passed by the requisite majority of votes by shareholders by way of a poll. The results of the poll for each resolution were as follows:

 


VOTES FOR

%

VOTES AGAINST

%

TOTAL SHARES VOTED

% OF ISSUED SHARE CAPITAL VOTED

VOTES WITHHELD

ORDINARY RESOLUTIONS








1. To receive the Company's financial statements and the reports of the Directors together with the Auditor's Report for the year ended 31 July 2018

 

146,665,986

99.65

507,783

0.35

147,173,769

74.35%

5,126,750

2. To approve the Directors' Remuneration Report

 

144,964,758

96.07

5,928,900

3.93

150,893,658

76.23%

1,406,860

3. To declare a final dividend of 8.8 pence per ordinary share

 

151,482,520

100.00

0

0.00

151,482,520

76.53%

818,000

4. To declare a special dividend of 15.1 pence per ordinary share

 

151,482,495

100.00

25

0.00

151,482,520

76.53%

818,000

5. To elect Graeme Watt as a Director

150,669,530

99.46

812,990

0.54

151,482,520

76.53%

818,000

6. To re-elect Martin Hellawell as a Director

123,900,607

83.80

23,944,321

16.20

147,844,928

74.69%

4,455,592

7. To re-elect Graham Charlton as a Director

150,125,478

99.10

1,357,042

0.90

151,482,520

76.53%

818,000

8. To re-elect Lee Ginsberg as a Director

143,815,042

97.69

3,406,850

2.31

147,221,892

74.37%

5,078,627

9. To re-elect Vin Murria as a Director

 

150,472,511

99.33

1,009,809

0.67

151,482,320

76.53%

818,199

10. To re-elect Peter Ventress as a Director

150,429,030

99.69

464,628

0.31

150,893,658

76.23%

1,406,860

11. To re-appoint Ernst & Young LLP as auditor of the Company

150,662,836

99.85

230,823

0.15

150,893,659

76.23%

1,406,860

12. To authorise the Directors to determine the auditor's remuneration

 

151,250,672

99.85

230,823

0.15

151,481,495

76.52%

819,025

13. To authorise the Company to make political donations

 

151,108,580

99.75

372,940

0.25

151,481,520

76.52%

819,000

14. To authorise the Directors to allot securities pursuant to Section 551 of the Companies Act 2006

 

150,330,955

99.24

1,151,565

0.76

151,482,520

76.53%

818,000

SPECIAL RESOLUTIONS

 

 

 

 

 

 

 

15. To authorise the Directors to dis-apply the statutory pre-emption rights pursuant to Sections 570 and 573 of the Companies Act 2006

 

151,472,869

99.99

9,452

0.01

151,482,321

76.53%

818,199

16. 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

 

149,446,943

98.66

2,026,014

1.34

151,472,957

76.52%

827,562

17. To approve the calling of a general meeting other than an annual general meeting on not less than 14 clear days' notice

149,131,244

98.45

2,351,276

1.55

151,482,520

76.53%

818,000

 

 

VOTES OF SHAREHOLDERS EXCLUDING CONTROLLING SHAREHOLDER ON ELECTION OR RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

 

ORDINARY RESOLUTIONS

VOTES FOR

%

VOTES AGAINST

%

TOTAL SHARES VOTED

% OF ISSUED SHARE CAPITAL VOTED

VOTES WITHHELD

8. To re-elect Lee Ginsberg as a Director

79,570,440

95.89

3,406,850

4.11

82,977,290

41.92%

5,078,627

9. To re-elect Vin Murria as a Director.

86,227,909

98.84

1,009,809

1.16

87,237,718

44.07%

818,199

10. To re-elect Peter Ventress as a Director.

86,184,428

99.46

464,628

0.54

86,649,056

43.77%

1,406,860

 

Notes:

 

Any proxy appointments giving discretion to the Chairman of the Meeting have been included in the "For" total.

 

A vote "Withheld" is not a vote in law and is not counted in the calculation of the votes "For" or "Against" a resolution.

 

The Company's total ordinary shares in issue (total voting rights) as at 6 December 2018 was 197,950,695 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 re-elect independent non-executive directors (resolutions 8 to 10) 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/investors

 

Registered address: Solar House, Fieldhouse Lane, Marlow, Buckinghamshire, United Kingdom, SL7 1LW

Website: https://www.softcat.com/

 

 

Link Company Matters Limited

Company Secretary

6 December 2018

 


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