6-K 1 tm2322002d1_6k.htm FORM 6-K

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULES 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

Dated July 25, 2023

 

Commission File Number: 001-10086

 

VODAFONE GROUP

PUBLIC LIMITED COMPANY

(Translation of registrant’s name into English)

 

VODAFONE HOUSE, THE CONNECTION, NEWBURY, BERKSHIRE, RG14 2FN, ENGLAND

(Address of principal executive offices)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x     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): ¨

 

 

 

This Report on Form 6-K contains a Stock Exchange Announcement dated 25 July 2023 entitled ‘Results of Annual General Meeting’.

 

25 July 2023

 

Vodafone Group Plc (‘Vodafone’ or the ‘Company’)

 

Results of Annual General Meeting

 

The Annual General Meeting of the Company was held at The Pavilion, Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN on Tuesday, 25 July 2023 at 10.00 am.

 

Resolutions 1 to 17 (inclusive), 21 and 23 were passed as Ordinary Resolutions. Resolutions 18 to 20 (inclusive) and 22 were passed as Special Resolutions.

 

The results of the poll on all 23 resolutions were as follows:

 

  Resolution Total votes validly cast Percentage of
relevant
shares in issue
(%)
For For (% of
shares
voted)
Against Against (% of
shares voted)
Votes withheld
1. To receive the Company’s accounts, the strategic report and reports of the Directors and the auditor for the year ended 31 March 2023. 17,916,851,599 66.23% 17,905,607,433 99.94 11,244,166 0.06 40,297,482
2. To re-elect Jean-François van Boxmeer as a Director. 17,919,689,823 66.24% 17,249,811,331 96.26 669,878,492 3.74 37,464,316
3. To re-elect Margherita Della Valle as a Director. 17,923,240,772 66.25% 17,839,044,143 99.53 84,196,629 0.47 33,938,305
4. To re-elect Stephen A. Carter CBE as a Director. 17,919,286,054 66.24% 17,594,555,170 98.19 324,730,884 1.81 37,815,016
5. To re-elect Michel Demaré as a Director. 17,921,223,807 66.24% 17,435,496,848 97.29 485,726,959 2.71 35,923,536
6. To re-elect Delphine Ernotte Cunci as a Director. 17,919,618,550 66.24% 17,815,641,747 99.42 103,976,803 0.58 37,472,151
7. To re-elect Deborah Kerr as a Director. 17,919,750,881 66.24% 17,871,772,794 99.73 47,978,087 0.27 37,405,680
8. To re-elect Maria Amparo Moraleda Martinez as a Director. 17,919,835,351 66.24% 17,640,768,545 98.44 279,066,806 1.56 37,310,795
9. To re-elect David Nish as a Director. 17,919,689,670 66.24% 17,603,847,388 98.24 315,842,282 1.76 37,433,161
10. To elect Christine Ramon as a Director. 17,919,670,951 66.24% 17,872,557,088 99.74 47,113,863 0.26 37,476,348

 

11. To re-elect Simon Segars as a Director. 17,919,152,677 66.24% 17,871,850,174 99.74 47,302,503 0.26 38,003,075
12. To declare a final dividend of 4.50 eurocents per ordinary share for the year ended 31 March 2023. 17,931,587,557 66.28% 17,910,926,501 99.88 20,661,056 0.12 25,574,602
13. To approve the Directors’ Remuneration Policy set out on pages 87 to 92 of the Annual Report for the year ended 31 March 2023. 17,521,835,449 64.77% 16,676,713,036 95.18 845,122,413 4.82 435,210,254
14.

To approve the Annual Report on Remuneration contained in the Remuneration Report of the Board for the year ended 31 March 2023.

 

17,918,788,417 66.24% 16,260,672,370 90.75 1,658,116,047 9.25 49,211,242
15. To re-appoint Ernst & Young LLP as the Company’s auditor until the end of the next general meeting at which accounts are laid before the Company. 17,927,905,446 66.27% 17,831,994,108 99.47 95,911,338 0.53 29,167,662
16. To authorise the Audit and Risk Committee to determine the remuneration of the auditor. 17,926,468,702 66.26% 17,909,075,223 99.90 17,393,479 0.10 30,605,880
17. To authorise the Directors to allot shares 17,900,903,956 66.17% 17,100,032,451 95.53 800,871,505 4.47 56,170,615
18.* To authorise the Directors to dis-apply pre-emption rights. 17,884,743,190 66.11% 17,525,962,622 97.99 358,780,568 2.01 72,321,676
19.* To authorise the Directors to dis-apply pre-emption rights up to a further 5 per cent for the purposes of financing an acquisition or other capital investment. 17,896,415,371 66.15% 17,452,847,432 97.52 443,567,939 2.48 60,658,607

 

20.* To authorise the Company to purchase its own shares. 17,921,487,887 66.25% 17,737,178,172 98.97 184,309,715 1.03 35,599,672
21. To authorise political donations and expenditure. 17,916,665,344 66.23% 17,674,157,338 98.65 242,508,006 1.35 40,419,177
22.* To authorise the Company to call general meetings (other than AGMs) on a minimum of 14 clear days’ notice. 17,916,522,720 66.23% 17,015,098,221 94.97 901,424,499 5.03 40,547,070
23.* To approve the Vodafone Global Incentive Plan 2023 17,909,807,686 66.20% 17,390,344,673 97.10 519,463,013 2.90 47,246,269

 

* Special resolution

 

The number of Ordinary Shares in issue on 21 July 2023 (excluding shares held in Treasury) was 27,053,260,038. Shareholders are entitled to one vote per share. A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes validly cast.

 

In accordance with Listing Rule 9.6.2, a copy of the Resolutions, passed as Special Business at the Annual General Meeting, have been submitted to the Financial Conduct Authority via the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

 

Sir Crispin Davies, Dame Clara Furse and Valerie Gooding CBE did not stand for re-election as Directors and retired from the Board with effect from the conclusion of the AGM. In accordance with section 430(2B) of the Companies Act 2006, the Company confirms that Sir Crispin Davies, Dame Clara Furse and Valerie Gooding CBE will receive payment of fees for service whilst a Director, but no other remuneration payment or payment for loss of office will be made in connection with their departure.

 

Following conclusion of the Annual General Meeting the composition of the Board and its Committees are as follows:

 

Audit and Risk
Committee
Nominations and
Governance
Committee
Remuneration
Committee
ESG Committee Technology
Committee

David Nish (Chair)

 

Michel Demaré

 

Deborah Kerr

 

Christine Ramon

 

 

Jean-François van Boxmeer (Chair)

 

Stephen A. Carter CBE

 

Michel Demaré

 

David Nish

Amparo Moraleda (Chair)

 

Michel Demaré

 

Delphine Ernotte Cunci

 

 

 

Amparo Moraleda (Chair)

 

Jean-François van Boxmeer

 

Christine Ramon

 

Simon Segars

 

Simon Segars (Chair)

 

Stephen A. Carter CBE

 

Delphine Ernotte Cunci

 

Deborah Kerr

 

 

David Nish is appointed as Senior Independent Director. Delphine Ernotte Cunci and Christine Ramon are also appointed as Workforce Engagement Leads.

 

- ends -

 

For more information, please contact:

 

Investor Relations Media Relations

 

Investors.vodafone.com Vodafone.com/media/contact
ir@vodafone.co.uk GroupMedia@vodafone.com

 

Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679

 

SIGNATURES

 

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, thereunto duly authorised.

 

      VODAFONE GROUP
      PUBLIC LIMITED COMPANY
      (Registrant)
       
Dated: July 25, 2023 By: /s/ M D B
    Name: Maaike de Bie
    Title: Group General Counsel and Company Secretary