S4Capital
plc
("S4Capital" or "the
Company")
Results of 2024 Annual
General Meeting
S4Capital plc (SFOR.L),
announces that following its Annual General Meeting ("AGM") held at 15 Bonhill Street, London
EC2A 4DN and virtually on 6 June 2024 at midday, all the proposed
resolutions were duly passed by shareowners by way of a poll.
Resolutions 1 to 7 and 9 to 15 were passed as ordinary
resolutions. Resolutions 16 to 20 were passed as special
resolutions. Resolution 8 was withdrawn.
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 8 May 2024) is set out
below.
|
Resolution
|
Votes For
|
% of votes
cast
|
Votes
Against
|
% of votes
cast
|
Total Cast
|
Withheld
|
|
1. To receive the 2023 annual
report and accounts
|
252,873,695
|
99.98%
|
46,497
|
0.02%
|
252,920,192
|
91,652
|
|
2. To approve the Directors'
Remuneration Report
|
228,268,961
|
90.28%
|
24,577,121
|
9.72%
|
252,846,082
|
165,762
|
|
3. To re-elect Sir Martin
Sorrell as a Director
|
223,580,368
|
94.35%
|
13,401,178
|
5.65%
|
236,981,546
|
16,050,298
|
|
4. To re-elect Daniel Pinto as
a Director
|
247,433,436
|
97.85%
|
5,445,525
|
2.15%
|
252,878,961
|
132,883
|
|
5. To re-elect Elizabeth
Buchanan as a Director
|
251,910,206
|
99.61%
|
994,208
|
0.39%
|
252,904,414
|
107,430
|
|
6. To re-elect Margaret Ma
Connolly as a Director
|
247,434,821
|
97.84%
|
5,470,622
|
2.16%
|
252,905,443
|
106,401
|
|
7. To re-elect Mary Basterfield
as a Director
|
250,055,144
|
98.88%
|
2,833,223
|
1.12%
|
252,888,367
|
123,477
|
|
8. To re-elect Naoko Okumoto as
a Director
|
Resolution
withdrawn
|
|
9. To re-elect Peter Miles
Young as a Director
|
247,468,031
|
97.85%
|
5,446,519
|
2.15%
|
252,914,550
|
97,294
|
|
10. To re-elect Rupert Faure
Walker as a Director
|
251,932,354
|
99.61%
|
982,089
|
0.39%
|
252,914,443
|
97,401
|
|
11. To re-elect Susan Prevezer
as a Director
|
251,913,585
|
99.60%
|
1,001,858
|
0.40%
|
252,915,443
|
96,401
|
|
12. To re-elect Colin Day as a
Director
|
251,968,241
|
99.62%
|
966,146
|
0.38%
|
252,934,387
|
97,457
|
|
13. To re-appoint
PricewaterhouseCoopers LLP as auditors
|
252,683,801
|
99.92%
|
205,719
|
0.08%
|
252,889,520
|
122,324
|
|
14.To authorise the Directors
to fix the remuneration of the auditors
|
252,297,036
|
99.77%
|
579,684
|
0.23%
|
252,876,720
|
135,124
|
|
15. To authorise the Directors
generally to allot ordinary shares
|
246,754,547
|
97.60%
|
6,077,586
|
2.40%
|
252,832,133
|
179,711
|
|
16.To authorise the
disapplication of pre-emption rights generally
|
218,130,194
|
86.39%
|
34,362,405
|
13.61%
|
252,492,599
|
512,245
|
|
17. To authorise the
disapplication of pre-emption rights in connection with a specified
acquisition or capital investment
|
214,129,025
|
84.69%
|
38,697,432
|
15.31%
|
252,826,457
|
178,387
|
|
18. To authorise the
disapplication of pre-emption rights to facilitate pro-rata offers
to overseas shareowners
|
209,840,351
|
83.11%
|
42,647,174
|
16.89%
|
252,487,525
|
517,319
|
|
19. To authorise the Company to
purchase its own shares
|
251,217,062
|
99.32%
|
1,708,753
|
0.68%
|
252,925,815
|
86,029
|
|
20. To enable the Company to
call general meetings, other than an Annual General Meeting, on
reduced notice
|
244,412,859
|
96.63%
|
8,514,018
|
3.37%
|
252,926,877
|
84,967
|
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: 596,916,764 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
S4Capital
plc
Tel: +44 (0)20 3793 0003
Sir Martin Sorrell, Executive
Chairman
Powerscourt (PR adviser to S4Capital
plc)
Tel: +44 (0)7970 246 725
Elly Williamson/ Pete
Lambie
About
S4Capital
S4Capital 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.
The S4Capital Board includes Rupert
Faure Walker, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan,
Margaret Ma Connolly, Miles Young and Colin Day as Non-Executive
Directors.
The Company now has approximately
7,600 people in 32 countries with approximately 80% of net revenue
across the Americas, 15% across Europe, the Middle East and Africa
and 5% across Asia-Pacific. The longer-term objective is a
geographic split of 60%:20%:20%. Content currently accounts for
approximately 60% of net revenue, Data&digital Media 25% and
Technology Services 15%. 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 £1 million 'shell' company in 1985 into
the world's largest advertising and marketing services company,
with a market capitalisation of over £16 billion on the day he
left. Prior to that Sir Martin was Group Financial Director of
Saatchi & Saatchi Company Plc for nine years.