Result of AGM
04 November 2022
DARKTRACE PLC
("Darktrace")
Results of Annual General Meeting
Darktrace announces the results of its annual general meeting ("AGM") held at the offices of Latham & Watkins, 99 Bishopsgate Street,
Voting on all of the resolutions was conducted on a poll. All of the resolutions were passed, and all with significant majorities except for Resolution 14. Resolution 14 is the resolution to approve the Darktrace Remuneration Report which received 20.7% of votes against. Over 70% of the votes against Resolution 14 were from three shareholders, Angela Bacares, GO ETF Solutions and Michael Lynch.
The Remuneration Committee wrote to its major shareholders prior to the AGM explaining the decisions made by the Committee during the year and how it intended to operate the Remuneration Policy for the year ahead and the Remuneration Committee Chair offered to hold meetings and calls with shareholders. The Remuneration Committee was comfortable that overall those shareholders that the Remuneration Committee engaged with were supportive of the Darktrace remuneration arrangements. The Remuneration Committee will seek to engage with those shareholders who did not support the vote on the Remuneration Report to understand their concerns on remuneration matters.
A copy of the resolutions passed at the AGM will be submitted to the National Storage Mechanism in accordance with Listing Rules 9.6.2R and 9.6.3R, and will be available in due course for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
As of today's date, Darktrace has 719,705,647 ordinary shares in issue. The results of the poll, incorporating proxy votes duly lodged prior to the meeting, are set out below and will also shortly be available on Darktrace's website at https://ir.darktrace.com.
|
|
Ordinary Resolutions |
Votes for |
% of votes cast for |
Votes Against |
% of votes cast against |
Total votes cast |
Total votes cast as % of ISC |
Votes withheld(1) |
|
1. |
To receive the annual reports and accounts |
516,666,185 |
100.00 |
8,036 |
0.00 |
516,674,221 |
71.94% |
58,801 |
|
2. |
To re-appoint Grant Thornton |
516,614,011 |
99.99 |
66,795 |
0.01 |
516,680,806 |
71.94% |
52,216 |
|
3. |
To authorise the Directors' to determine the remuneration of the auditors |
516,629,667 |
99.99 |
47,598 |
0.01 |
516,677,265 |
71.94% |
51,733 |
|
4. |
To re-elect Gordon Hurst as a director |
452,994,806 |
98.64 |
6,244,116 |
1.36 |
459,238,922 |
63.94% |
57,494,100 |
|
5. |
To re-elect Poppy Gustafsson OBE as a director |
496,479,893 |
96.99 |
15,402,329 |
3.01 |
511,882,222 |
71.27% |
4,850,800 |
|
6. |
To re-elect Catherine Graham as a director |
509,984,215 |
99.63 |
1,900,712 |
0.37 |
511,884,927 |
71.27% |
4,848,095 |
|
7. |
To re-elect Vanessa Colomar as a director |
459,795,824 |
88.99 |
56,879,124 |
11.01 |
516,674,948 |
71.94% |
58,074 |
|
8. |
To re-elect Stephen Shanley as a director |
473,085,194 |
91.56 |
43,592,099 |
8.44 |
516,677,293 |
71.94% |
55,729 |
|
9. |
To re-elect Johannes Sikkens as a director |
473,595,749 |
91.66 |
43,081,599 |
8.34 |
516,677,348 |
71.94% |
55,674 |
|
10. |
To re-elect Lord Willetts as a director |
489,196,621 |
95.58 |
22,613,599 |
4.42 |
511,810,220 |
71.26% |
4,922,802 |
|
11. |
To re-elect Paul Harrison as a director |
512,811,925 |
99.26 |
3,831,392 |
0.74 |
516,643,317 |
71.94% |
89,705 |
|
12. |
To re-elect Sir Peter Bonfield CBE, FREng, as a director |
511,214,679 |
99.88 |
600,591 |
0.12 |
511,815,270 |
71.27% |
4,917,752 |
|
13. |
To authorise the Directors to allot relevant securities |
505,028,457 |
97.75 |
11,635,367 |
2.25 |
516,663,824 |
71.94% |
69,198 |
|
14. |
To approve the Report of the Remuneration Committee and Annual Report on Remuneration (excluding the Directors' Remuneration Policy) |
409,704,318 |
79.30 |
106,971,786 |
20.70 |
516,676,104 |
71.94% |
56,918 |
|
15. |
To authorise political donations and political expenditures |
437,352,739 |
85.45 |
74,499,018 |
14.55 |
511,851,757 |
71.27% |
4,881,265 |
|
|
Special Resolutions |
Votes for |
% of votes cast for |
Votes against |
% of votes cast against |
Total votes cast |
Total votes cast as % of ISC |
Votes withheld (1) |
|
16. |
To give the Directors limited authority to allot shares for cash without making a pre-emptive offer to shareholders. |
516,319,670 |
99.93 |
359,006 |
0.07 |
516,678,676 |
71.94% |
54,346 |
|
17. |
To give the Directors an additional limited authority to allot shares for cash and disapply offer to shareholders. |
515,905,346 |
99.85 |
773,074 |
0.15 |
516,678,420 |
71.94% |
54,602 |
|
18. |
To authorise the Directors to purchase Darktrace's own shares |
464,040,289 |
93.86 |
30,333,740 |
6.14 |
494,374,029 |
68.84% |
22,358,993 |
|
19. |
To authorise Darktrace to hold general meetings, other than annual general meetings, on not less than 14 clear days' notice. |
508,318,351 |
98.38 |
8,366,459 |
1.62 |
516,684,810 |
71.94% |
48,212 |
(1) A 'vote withheld' in respect of any resolution is not a vote in law and is not counted in the calculation of the proportion of the votes for and against it.
Contact:
Luk Janssens - Head of Investor Relations
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