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Micro Focus Int plc - Result of AGM

RNS Number : 6277H
Micro Focus International plc
25 March 2020
 

25 March 2020

 

 

Micro Focus International plc

 

 

Results of Annual General Meeting

 

 

The Annual General Meeting (the "Meeting") of Micro Focus International plc (the "Company, "Micro Focus", LSE: MCRO.L) was held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN at 3.00 p.m. on Wednesday 25 March 2020.

 

 

All resolutions put to the Meeting as set out in the Notice of Annual General Meeting were voted on by means of a poll.  The voting results below show the total of all the votes cast on a poll.  The poll results will also be posted on the Company's website.

 

Resolution  (No. as noted on proxy form)

Votes For

%

Votes Against

%

Total Votes Cast (Excluding Votes Withheld / Abstentions)

% of Issued Share Capital Voted

Votes Withheld / Abstentions

1.     To receive the Company's accounts, together with the reports of the directors of the Company and the auditors for the year ended 31 October 2019

246,661,390

99.45

1,362,062

0.55

248,023,452

74.25%

1,937,346

2.     To declare a final dividend#

WITHDRAWN

3.     To approve the Directors' Remuneration report

236,879,729

94.84

12,892,752

5.16

249,772,481

74.77%

188,317

4.     To approve the Directors' Remuneration Policy

242,371,213

97.05

7,362,083

2.95

249,733,296

74.76%

227,378

5.     To elect Greg Lock as a Director

249,384,875

99.83

428,240

0.17

249,813,115

74.78%

147,684

6.     To re-elect Stephen Murdoch as a Director

247,228,184

98.96

2,606,139

1.04

249,834,323

74.79%

126,476

7.     To re-elect Brian McArthur-Muscroft as a Director

247,935,110

99.24

1,895,196

0.76

249,830,306

74.79%

130,493

8.     To re-elect Karen Slatford as a Director

221,130,590

88.51

28,706,256

11.49

249,836,846

74.79%

123,952

9.     To re-elect Richard Atkins as a Director

247,352,465

99.01

2,467,469

0.99

249,819,934

74.78%

140,864

10.   To re-elect Amanda Brown as a Director

240,796,290

96.39

9,030,193

3.61

249,826,483

74.79%

134,316

11.   To re-elect Lawton Fitt as a Director

243,410,079

97.44

6,397,771

2.56

249,807,850

74.78%

152,949

12.   To re-appoint KPMG LLP as auditors

249,332,264

99.79

526,285

0.21

249,858,549

74.79%

102,250

13.   To authorise the Directors to determine the remuneration of the auditors

249,278,779

99.78

540,988

0.22

249,819,767

74.78%

141,032

14.   To authorise the Directors to allot ordinary shares

239,738,932

95.97

10,055,546

4.03

249,794,478

74.78%

166,321

15.   To empower the Directors to allot ordinary shares on a non-pre-emptive basis*

246,870,911

98.84

2,890,811

1.16

249,761,722

74.77%

199,077

16.   To empower the Directors to allot ordinary shares on a non-pre-emptive basis for acquisitions or capital investments*

230,140,432

92.14

19,644,952

7.86

249,785,384

74.77%

175,414

17.   To authorise the Company to purchase its own shares*

245,953,218

98.68

3,284,702

1.32

249,237,920

74.61%

722,878

18.   To authorise the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice*

238,494,580

95.46

11,342,564

4.54

249,837,144

74.79%

123,655

* Passed as special resolutions.

# As announced on 18 March 2020 the Board has withdrawn its recommendation of the final dividend for the financial year ended 31 October 2019. A confirmatory motion was passed by a simple majority on a show of hands at the Company's Annual General Meeting earlier today to formally withdraw resolution numbered 2 relating to the approval of the final dividend.

Notes:

1.    The total number of ordinary shares of £0.10 each in the capital of the Company (excluding shares held in treasury) on the shareholder register at 6.30pm (UK time) on 23 March 2020, being those eligible to be voted on at the Meeting, was 334,058,381.

2.    For the purposes of section 341 of the Companies Act 2006, the total votes cast amounted to 249,858,549 representing 74.79 per cent of the issued share capital.

3.    Any proxy appointments which gave discretion to the Chairman have been included in the "Votes For" total.

4.    A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the "Shares For" and "Shares Against" a resolution.

 

 

None of the resolutions put before the meeting are considered to be resolutions which do not constitute ordinary business. The full text of the resolutions is shown in the Notice which is available on our website at https://investors.microfocus.com/media/1670/mf_notice_of_meeting_2019.pdf 

 

 

 

Enquiries:

Micro Focus                                                      Tel: +44 (0)1635 32646

Stephen Murdoch, CEO                                     [email protected]

Brian McArthur-Muscroft, CFO

Ben Donnelly, Investor relations

 

 

Brunswick                                                         Tel: +44 (0) 20 7404 5959

Sarah West                                                         [email protected]

Jonathan Glass   

 

 

 

Notes to Editors:

About Micro Focus

Micro Focus (LSE: MCRO.L, NYSE: MFGP) is a global enterprise software company supporting the technology needs and challenges of the Global 2000.  Our solutions help organizations leverage existing IT investments, enterprise applications and emerging technologies to address complex, rapidly evolving business requirements while protecting corporate information at all times. Our product portfolios are Security, IT Operations Management, Application Delivery Management, Information Management & Governance and Application Modernization & Connectivity. For more information, visit: www.microfocus.com

 


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