TIDMSFOR
RNS Number : 3023C
S4 Capital PLC
09 June 2023
S(4) Capital plc
("S(4) Capital" or "the Company")
Results of 2023 Annual General Meeting
S(4) Capital plc (SFOR.L) announces that following its Annual
General Meeting ("AGM") held at 14 Hewett Street, London EC2A 3NP
and virtually on 9 June 2023 at 1 pm, all the proposed resolutions
were duly passed by shareowners by way of a poll. Resolutions 1 to
20 were passed as ordinary resolutions and Resolutions and 21 to 25
were passed as special resolutions.
The total number of votes cast on the poll for each resolution
(the full text of the resolutions is detailed in the notice of the
AGM dated 13 April 2023) is set out below.
Resolution Votes % of Votes % of Total Withheld
For votes Against votes Cast
cast cast
1 . To receive
the2022 annual
report and accounts 298,158,261 100.00% 9,136 0.00% 298,167,397 204,204
------------- -------- ----------------- ------- -------------- ----------------
2. To approve
the Directors'
Remuneration
Report 270,259,424 97.95% 5,652,099 2.05% 275,911,523 21,256,825
------------- -------- ----------------- ------- -------------- ----------------
3 . To re-elect
Sir Martin Sorrell
as a Director 233,921,334 93.15% 17,204,404 6.85% 251,125,738 45,360,811
------------- -------- ----------------- ------- -------------- ----------------
4. To re-elect
Christopher S.
Martin as a Director 297,409,876 99.93% 204,291 0.07% 297,614,167 75,635
------------- -------- ----------------- ------- -------------- ----------------
5. To re-elect
Daniel Pinto
as a Director 297,383,000 99.92% 238,696 0.08% 297,621,696 68,106
------------- -------- ----------------- ------- -------------- ----------------
6. To re-elect
Elizabeth Buchanan
as a Director 297,374,867 99.92% 239,250 0.08% 297,614,117 75,685
------------- -------- ----------------- ------- -------------- ----------------
7. To re-elect
Margaret Ma Connolly
as a Director 294,919,380 99.09% 2,695,316 0.91% 297,614,696 75,106
------------- -------- ----------------- ------- -------------- ----------------
8 . To re-elect
Mary Basterfield
as a Director 296,969,425 99.78% 645,271 0.22% 297,614,696 75,106
------------- -------- ----------------- ------- -------------- ----------------
9. To re-elect
Naoko Okumoto
as a Director 254,905,748 85.45% 43,390,747 14.55% 298,296,495 75,106
------------- -------- ----------------- ------- -------------- ----------------
10. To re-elect
Paul Roy as a
Director 295,979,984 99.45% 1,634,133 0.55% 297,614,117 75,685
------------- -------- ----------------- ------- -------------- ----------------
11 . To re-elect
Peter Miles Young
as a Director 297,303,350 99.90% 311,346 0.10% 297,614,696 75,106
------------- -------- ----------------- ------- -------------- ----------------
12 . To re-elect
Rupert Faure
Walker as a Director 296,971,145 99.78% 643,551 0.22% 297,614,696 75,106
------------- -------- ----------------- ------- -------------- ----------------
13. To re-elect
Scott Spirit
as a Director 297,401,686 99.93% 213,010 0.07% 297,614,696 75,106
------------- -------- ----------------- ------- -------------- ----------------
14. To re-elect
Susan Prevezer
as a Director 297,146,621 99.84% 468,075 0.16% 297,614,696 75,106
------------- -------- ----------------- ------- -------------- ----------------
15 . To re-elect
Victor Knaap
as a Director 276,138,984 92.78% 21,475,712 7.22% 297,614,696 75,106
------------- -------- ----------------- ------- -------------- ----------------
16. To re-elect
Wesley ter Haar
as a Director 295,150,533 99.17% 2,464,163 0.83% 297,614,696 75,106
------------- -------- ----------------- ------- -------------- ----------------
17. To elect
Colin Day as
a Director 297,036,124 99.81% 578,572 0.19% 297,614,696 75,106
------------- -------- ----------------- ------- -------------- ----------------
18 . To re-appoint
PricewaterhouseCoopers
LLP as auditors 298,199,609 99.95% 151,223 0.05% 298,350,832 20,769
------------- -------- ----------------- ------- -------------- ----------------
19. To authorise
the Directors
to fix the remuneration
of the auditors 298,321,756 99.99% 28,558 0.01% 298,350,314 21,287
------------- -------- ----------------- ------- -------------- ----------------
20. To authorise
the Directors
generally to
allot ordinary
shares 288,176,340 97.20% 8,289,602 2.80% 296,465,942 20,607
------------- -------- ----------------- ------- -------------- ----------------
21 .To authorise
the disapplication
of pre-emption
rights generally 297,558,013 99.73% 790,986 0.27% 298,348,999 22,602
------------- -------- ----------------- ------- -------------- ----------------
22 . To authorise
the disapplication
of pre-emption
rights in connection
with a specified
acquisition or
capital investment 293,875,104 98.90% 3,271,442 1.10% 297,146,546 21,802
------------- -------- ----------------- ------- -------------- ----------------
23 . To authorise
the disapplication
of pre-emption
rights to facilitate
pro-rata offers
to overseas shareowners 286,674,522 96.73% 9,702,024 3.27% 296,376,546 791,802
------------- -------- ----------------- ------- -------------- ----------------
24 . To authorise
the Company to
purchase its
own shares 297,351,669 99.67% 981,458 0.33% 298,333,127 38,474
------------- -------- ----------------- ------- -------------- ----------------
25 . To enable
the Company to
call general
meetings, other
than an Annual
General Meeting,
on reduced notice 291,969,030 98.25% 5,185,469 1.75% 297,154,499 13,849
------------- -------- ----------------- ------- -------------- ----------------
Notes:
(1) The "for" votes include those giving the Chairman
discretion.
(2) Total votes "for" and "against" are expressed as a
percentage of the total votes cast.
(3) A vote withheld is not a vote in law and is not counted in
the calculation of the proportion of votes "for" or "against" a
resolution.
(4) Issued Share Capital: 577,330,456 ordinary shares.
The above poll results will shortly be available on the website.
In accordance with Listing Rule 9.6.2 a copy of the resolutions,
other than those concerning ordinary business of the Company, will
be submitted to the FCA and will in due course be available for
inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Enquiries
S(4) Capital plc
Tel: +44 (0)20 3793 0003
Sir Martin Sorrell, Executive Chairman
Powerscourt (PR adviser to S(4) Capital plc)
Tel: +44 (0)7970 246 725
Elly Williamson
About S(4) Capital
S(4) Capital plc (SFOR.L) is the tech-led, new age/new era
digital advertising, marketing and technology services company,
established by Sir Martin Sorrell in May 2018.
Our strategy is to build a purely digital advertising and
marketing services business for global, multinational, regional,
and local clients, and millennial-driven influencer brands. This
will be achieved by integrating leading businesses in three
practices: Content, Data&digital media and Technology Services,
along with an emphasis on 'faster, better, cheaper, more' execution
in an always-on consumer-led environment, with a unitary
structure.
Victor Knaap, Wesley ter Haar, Christopher S. Martin, Scott
Spirit and Mary Basterfield all joined the S(4) Capital Board as
Executive Directors. The S(4) Capital Board also includes Rupert
Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth
Buchanan, Naoko Okumoto, Margaret Ma Connolly, Miles Young and
Colin Day.
The Company now has approximately 8,700 people in 32 countries
with approximately 70% of revenue across the Americas, 20% across
Europe, the Middle East and Africa and 10% across Asia-Pacific. The
longer-term objective is a geographic split of 60%:20%:20%. Content
currently accounts for approximately 60% of revenue,
Data&digital media 30% and Technology Services 10%. The
long-term objective for the practices is a split of
50%:25%:25%.
Sir Martin was CEO of WPP for 33 years, building it from a GBP1
million 'shell' company in 1985 into the world's largest
advertising and marketing services company, with a market
capitalisation of over GBP16 billion on the day he left. Prior to
that Sir Martin was Group Financial Director of Saatchi &
Saatchi Company Plc for nine years.
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