16th Jun 2022 17:36
16 June 2022
S4 Capital plc
("S4Capital" or "the Company")
Results of Annual General Meeting
S4Capital plc (SFOR.L), the tech-led, new age, new era, digital advertising and marketing services company, announces that at the Company's Annual General Meeting held earlier today, the resolutions proposed were duly passed by way of a poll and without amendment.
The total number of votes received on each resolution is as follows:
Resolution | For | % of votes cast | Against | % of votes cast | Votes cast as a % of Issued Share Capital | Withheld | |||||||
1. | To receive the Annual Report and Accounts for the year ended 31 December 2021 |
|
|
|
| 46.96 |
| ||||||
2. | To approve the Directors' Remuneration Report |
|
|
|
| 42.19 |
| ||||||
3. | To approve the Directors' Remuneration Report |
|
|
|
| 41.89 |
| ||||||
4. | To re-elect Sir Martin Sorrell as a Director |
|
|
|
| 44.44 |
| ||||||
5. | To re-elect Victor Knaap as a Director |
|
|
|
| 47.11 |
| ||||||
6. | To re-elect Wesley ter Haar as a Director |
|
|
|
| 47.11 |
| ||||||
7. | To re-elect Christopher S. Martin as a Director |
|
|
|
| 47.11 |
| ||||||
8. | To re-elect Paul Roy as a Director |
|
|
|
| 46.78 |
| ||||||
9. | To re-elect Rupert Faure Walker as a Director |
|
|
|
| 46.78 |
| ||||||
10. | To re-elect Susan Prevezer as a Director |
|
|
|
| 47.11 |
| ||||||
11. | To re-elect Daniel Pinto as a Director |
|
|
|
| 47.11 |
| ||||||
12. | To re-elect Scott Spirit as a Director |
|
|
|
| 47.11 |
| ||||||
13. | To re-elect Elizabeth Buchanan as a Director | 261,542,403
| 99.83
| 444,737
| 0.17 | 47.11 | 163,242 | ||||||
14. | To re-elect Margaret Ma Connolly as a Director | 261,541,603
| 99.83
| 445,537
| 0.17 | 47.11 | 163,242 | ||||||
15. | To re-elect Naoko Okumoto as a Director | 261,541,428
| 99.83
| 445,712
| 0.17 | 47.11 | 163,242 | ||||||
16. | To re-elect Peter Miles Young as a Director | 261,541,253
| 99.83
| 444,736
| 0.17
| 47.11 | 164,393
| ||||||
17. | To elect Mary Basterfield as a Director | 259,852,057
| 99.19
| 2,135,083
| 0.81
| 47.11 | 163,242
| ||||||
18. | To re-appoint PricewaterhouseCoopers LLP as auditors | 261,984,068
| 99.94
| 151,567
| 0.06
| 47.14 | 14,747
| ||||||
19. | To authorise the Directors to fix the remuneration of the auditors | 262,099,571
| 99.98
| 40,357
| 0.02
| 47.14 | 10,454
| ||||||
20. | To authorise the Directors generally to allot ordinary shares | 255,494,798
| 99.00
| 2,591,909
| 1.00
| 46.41 | 4,063,675
| ||||||
21. | To authorise the disapplication of pre-emption rights generally | 257,920,346
| 99.88
| 303,345
| 0.12
| 46.44 | 3,926,691
| ||||||
22. | To authorise the disapplication of pre-emption rights in connection with a specified acquisition or capital investment | 258,019,761
| 99.92
| 202,776
| 0.08
| 46.44 | 3,927,845
| ||||||
23. | To authorise the disapplication of pre-emption rights to facilitate pro-rata offers to overseas shareowners | 251,628,752
| 98.19
| 4,642,603
| 1.81
| 46.08 | 5,879,027
| ||||||
24. | To authorise the Company to purchase its own shares | 258,015,969
| 99.98 | 60,241
| 0.02
| 46.41 | 4,074,172
| ||||||
25. | To enable the Company to call general meetings, other than an Annual General Meeting, on reduced notice | 258,070,339
| 98.45
| 4,071,949
| 1.55
| 47.14 | 8,094
| ||||||
26. | To approve the Bonus Share Issue | 258,042,470
| 99.93
| 174,867
| 0.07 | 46.43 | 3,933,045
| ||||||
27. | To approve the Capital Reduction | 258,155,032
| 99.97
| 66,650
| 0.03
| 46.44 | 3,928,700
| ||||||
28. | To adopt new articles of association | 257,300,793
| 99.93
| 172,422
| 0.07
| 46.30 | 4,677,167
| ||||||
29. | To approve amendments to the Employee Share Ownership Plan | 210,365,928
| 81.72
| 47,049,159 | 18.28
| 46.29 | 4,735,295
|
Notes:
(i) Votes 'For' include those votes giving the chairman of the meeting discretion.
(ii) The number of ordinary shares in issue on 16 June 2022 was 556,085,466. Ordinary shareowners are entitled to one vote per share.
(iii) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.
Full details of the resolutions are set out in the Notice of Annual General Meeting dated 14 May 2022 (which is available on the Company's website at https://www.s4capital.com/investors).
Resolutions 1 to 20 and Resolution 29 were ordinary resolutions, requiring more than 50 per cent. of shareowners' votes to be cast in favour of the resolutions. Resolutions 21 to 25 and 27 and 28 were special resolutions, requiring at least 75 per cent. of shareowners' votes to be cast in favour of the resolutions.
The Board welcomes the support of shareowners for all of the resolutions at today's meeting. However, we note that a significant minority of shareowners voted against Resolution 3, the approval of the new Directors' Remuneration Policy. The Nomination and Remuneration Committee consulted with major shareowners on the terms of the new Policy in advance of the AGM and is aware of the views of some shareowners on specific matters. Nevertheless, the Committee will seek to engage with those shareowners who voted against Resolution 3 (and who have not already explained their reasons for doing so) to understand their reasons for doing so, and will provide an update no later than six months after the date of the AGM.
S4Capital plc
Sir Martin Sorrell, Executive Chairman Tel: +44 (0)20 3793 0003
Powerscourt (PR adviser to S4Capital plc) Tel: +44 (0) 778 670 2526
Robin O'Kelly
Jane Glover
About S4Capital
S4Capital (SFOR.L) is the tech-led, new age/new era digital advertising and marketing services company, established by Sir Martin Sorrell in May 2018.Its strategy is to build a purely digital advertising and marketing services business for global, multinational, regional, local clients and millennial-driven influencer brands. This will be achieved by integrating leading businesses in three practice areas: content, data & digital media and technology services, along with an emphasis on "faster, better, cheaper" executions in an always-on consumer-led environment, with a unitary structure.Digital is by far the fastest-growing segment of the advertising market. S4Capital estimates that in 2021 digital accounted for approximately 60% or $420-450 billion of total global advertising spend of $700-750 billion (excluding over $500 billion of trade promotion marketing, the primary target of the Amazon advertising platform) and projects that by 2022 total global advertising spend will expand to $770-850 billion and digital's share will grow to approximately 65% and by 2024 to approximately 70%, accelerated by the impact of covid-19.In 2018, S4Capital combined with MediaMonks, the leading AdAge A-listed creative digital content production company led by Victor Knaap and Wesley ter Haar, and then with MightyHive, the market-leading digital media solutions provider for future thinking marketers and agencies, led by Peter Kim and Christopher S. Martin.Since then, MediaMonks and MightyHive have combined with more than 25 companies across content, data & digital media and Technology services. For a full list, please see the S4Capital website.In August 2021, S4Capital launched its unitary brand by merging MediaMonks and MightyHive into Media.Monks, represented by a dynamic logo mark that features MightyHive's iconic hexagon. As the operational brand, Media.Monks underpins S4Capital's agility, digital knowledge and efficiency and is the next step in delivering on its foundational promise to unify content, data & digital media and Technology services.Victor Knaap, Wesley ter Haar, Pete Kim, Christopher Martin, Mary Basterfield and Scott Spirit all joined the S4Capital Board as Directors. The S4Capital Board also includes Rupert Faure Walker, Paul Roy, Daniel Pinto, Sue Prevezer, Elizabeth Buchanan, Naoko Okumoto, Margaret Ma Connolly, Peter Rademaker and Miles Young.The Company now has around 9,000 people in 33 countries across the Americas, Europe, the Middle East and Africa and Asia-Pacific and a current market capitalisation of approximately £1.3 billion (c.$1.7 billion) and would rank in the FTSE 200. It achieved Unicorn status in a little over one year, unique in the advertising and marketing services industry. 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. Today its market capitalisation is £8.7 billion, dropping into third place behind both Omnicom and Publicis for the first time ever. Prior to that Sir Martin was Group Financial Director of Saatchi & Saatchi Company Plc for nine years.
Related Shares:
S4 Cap.