Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 25 2021 - 6:42PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
Month of: March 2021
Commission
File Number: 001-38187
MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
|
The Lawn, 22-30 Old Bath Road
Newbury, Berkshire
RG14 1QN
United Kingdom
+44 (0) 1635-565-459
(Address of principal executive office)
Indicate
by check mark whether this registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule
101(b)(7): ☐
CONTENTS
Exhibit No.
|
Exhibit Description
|
99.1
|
Result
of AGM, dated 25 March 2021
|
25 March 2021
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 Thursday 25 March 2021.
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 2020
|
211,271,667
|
99.83
|
349,267
|
0.17
|
211,620,934
|
63.10
|
2,215,134
|
2.
To declare a final dividend of 15.5 cents per ordinary share for
the year ended 31 October 2020
|
212,662,240
|
99.98
|
48,789
|
0.02
|
212,711,029
|
63.42
|
1,125,040
|
3.
To approve the Directors' Remuneration report for the year ended 31
October 2020
|
204,671,466
|
96.66
|
7,067,012
|
3.34
|
211,738,478
|
63.13
|
2,097,591
|
4.
To re-elect Greg Lock as a Director
|
192,838,195
|
90.91
|
19,277,613
|
9.09
|
212,115,808
|
63.24
|
1,720,260
|
5.
To re-elect Stephen Murdoch as a Director
|
212,681,940
|
99.71
|
611,329
|
0.29
|
213,293,269
|
63.59
|
542,800
|
6.
To re-elect Brian McArthur-Muscroft as a Director
|
211,660,569
|
99.24
|
1,616,255
|
0.76
|
213,276,824
|
63.59
|
559,245
|
7.
To re-elect Karen Slatford as a Director
|
176,699,230
|
82.85
|
36,581,790
|
17.15
|
213,281,020
|
63.59
|
555,048
|
8.
To re-elect Richard Atkins as a Director
|
212,333,587
|
99.56
|
940,767
|
0.44
|
213,274,354
|
63.59
|
561,715
|
9.
To re-elect Amanda Brown as a Director
|
206,814,610
|
96.97
|
6,463,339
|
3.03
|
213,277,949
|
63.59
|
558,120
|
10.
To re-elect Lawton Fitt as a Director
|
203,803,824
|
95.56
|
9,472,872
|
4.44
|
213,276,696
|
63.59
|
559,373
|
11.
To elect Robert Youngjohns as a Director
|
213,037,627
|
99.89
|
242,465
|
0.11
|
213,280,092
|
63.59
|
555,977
|
12.
To elect Sander van 't Noordende as a Director
|
213,027,135
|
99.88
|
248,056
|
0.12
|
213,275,191
|
63.59
|
560,878
|
13.
To re-appoint KPMG LLP as auditors
|
213,156,494
|
99.91
|
184,942
|
0.09
|
213,341,436
|
63.61
|
494,632
|
14.
To authorise the Directors to determine the remuneration of the
auditors
|
212,818,055
|
99.76
|
510,290
|
0.24
|
213,328,345
|
63.60
|
507,723
|
15.
To authorise the Directors to allot ordinary shares
|
207,525,090
|
97.18
|
6,018,583
|
2.82
|
213,543,673
|
63.67
|
292,396
|
16.
To empower the Directors to allot ordinary shares on a non
pre-emptive basis*
|
209,339,304
|
98.03
|
4,217,395
|
1.97
|
213,556,699
|
63.67
|
279,370
|
17.
To empower the Directors to allot ordinary shares on a non
pre-emptive basis for acquisitions or capital
investments*
|
186,474,736
|
87.33
|
27,048,867
|
12.67
|
213,523,603
|
63.66
|
312,465
|
18.
To authorise the Company to purchase its own shares*
|
211,312,947
|
99.05
|
2,035,850
|
0.95
|
213,348,797
|
63.61
|
487,271
|
19.
To authorise the Company to hold general meetings (other than
annual general meetings) on 14 clear days' notice*
|
206,977,263
|
97.02
|
6,347,232
|
2.98
|
213,324,495
|
63.60
|
511,574
|
* Passed as special resolutions.
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 6.30 p.m. (UK time) on 23 March 2021, being
those eligible to be voted on at the Meeting, was
335,395,596.
2. For the purposes of section
341 of the Companies Act 2006, the total votes cast amounted to
213,556,699 representing 63.67 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 "Votes For" and "Votes
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 of Meeting which is
available on our website at https://www.microfocus.com/media/investors-report/2021-notice-of-general-meeting-report.pdf
Enquiries:
Micro
Focus
Tel: +44 (0)1635 32646
Stephen Murdoch, CEO
Investors@microfocus.com
Brian McArthur-Muscroft, CFO
Ben Donnelly, Head of Investor relations
Brunswick
Tel: +44 (0) 20 7404 5959
Sarah
West
MicroFocus@brunswickgroup.com
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
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereto duly authorized.
Date:
25 March 2021
Micro
Focus International plc
|
By:
|
/s/
Brian McArthur-Muscroft
|
|
Name:
|
Brian
McArthur-Muscroft
|
|
Title:
|
Chief
Financial Officer
|
Micro Focus (NYSE:MFGP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Micro Focus (NYSE:MFGP)
Historical Stock Chart
From Apr 2023 to Apr 2024