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 24, 2019

 

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  o

 

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): o

 

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): o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes  o                                                                                         No  x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-    .

 

 

 

 

This Report on Form 6-K contains a Stock Exchange Announcement dated 23 July 2019 entitled ‘RESULT OF AGM’

 

 

RNS: 4652G

Vodafone Group Plc

23 July 2019

 

VODAFONE GROUP PLC

RESULTS OF ANNUAL GENERAL MEETING

 

Results of Annual General Meeting

 

The Annual General Meeting of Vodafone Group Plc was held at the Royal Lancaster London, Lancaster Terrace, London W2 2TY on Tuesday 23 July 2019 at 11.00 am.

 

The results of polls 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 2019.

 

17,464,929,392

 

65.25

 

17,410,743,023

 

99.69

 

54,186,369

 

0.31

 

59,014,529

2.

 

To elect Sanjiv Ahuja as a Director.

 

17,498,152,303

 

65.37

 

17,343,829,350

 

99.12

 

154,322,953

 

0.88

 

25,808,313

3.

 

To elect David Thodey as a Director.

 

17,498,474,849

 

65.37

 

17,346,505,379

 

99.13

 

151,969,470

 

0.87

 

25,514,239

4.

 

To re-elect Gerard Kleisterlee as a Director.

 

17,459,096,113

 

65.23

 

16,439,004,618

 

94.16

 

1,020,091,495

 

5.84

 

64,881,479

5.

 

To re-elect Nick Read as a Director.

 

17,459,907,169

 

65.23

 

17,302,726,489

 

99.10

 

157,180,680

 

0.90

 

64,084,116

6.

 

To re-elect Margherita Della Valle as a Director.

 

17,460,352,293

 

65.23

 

17,113,795,729

 

98.02

 

346,556,564

 

1.98

 

63,558,237

7.

 

To re-elect Sir Crispin Davis as a Director.

 

17,458,216,912

 

65.22

 

16,863,487,423

 

96.59

 

594,729,489

 

3.41

 

65,775,978

8.

 

To re-elect Michel Demaré as a Director.

 

17,458,129,205

 

65.22

 

17,298,394,157

 

99.09

 

159,735,048

 

0.91

 

65,852,227

9.

 

To re-elect Dame Clara Furse as a Director.

 

17,445,846,832

 

65.18

 

17,286,612,058

 

99.09

 

159,234,774

 

0.91

 

63,827,393

10.

 

To re-elect Valerie Gooding as a Director.

 

17,460,325,066

 

65.23

 

17,163,537,102

 

98.30

 

296,787,964

 

1.70

 

63,667,239

11.

 

To re-elect Renee James as a Director.

 

17,460,046,980

 

65.23

 

17,089,942,164

 

97.88

 

370,104,816

 

2.12

 

63,912,588

12.

 

To re-elect Maria Amparo Moraleda Martinez as a Director.

 

17,458,579,648

 

65.22

 

17,253,143,888

 

98.82

 

205,435,760

 

1.18

 

65,394,890

13.

 

To re-elect David Nish as a Director.

 

17,339,575,098

 

64.78

 

17,180,601,169

 

99.08

 

158,973,929

 

0.92

 

184,436,425

14.

 

To declare a final dividend of 4.16 eurocents per ordinary share for the year ended 31 March 2019.

 

17,508,326,508

 

65.41

 

17,461,129,741

 

99.73

 

47,196,767

 

0.27

 

15,656,849

15.

 

To approve the Annual Report on Remuneration contained in the Remuneration Report of the Board for the year ended 31 March 2019.

 

17,235,623,399

 

64.39

 

15,104,854,059

 

87.64

 

2,130,769,340

 

12.36

 

288,299,412

16.

 

To 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.

 

17,508,031,980

 

65.41

 

17,489,351,425

 

99.89

 

18,680,555

 

0.11

 

15,927,101

17.

 

To authorise the Audit and Risk Committee to determine the remuneration of the auditor.

 

17,504,005,498

 

65.39

 

17,484,655,675

 

99.89

 

19,349,823

 

0.11

 

19,963,674

18.

 

To authorise the Directors to allot shares, grant rights to subscribe for shares and to convert any security into shares in the Company.

 

17,499,592,167

 

65.38

 

16,072,351,660

 

91.84

 

1,427,240,507

 

8.16

 

24,223,790

19.

 

To authorise the Directors to dis-apply pre-emption rights.

 

17,480,111,556

 

65.30

 

16,951,637,211

 

96.98

 

528,474,345

 

3.02

 

43,829,493

20.

 

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.

 

17,482,705,578

 

65.31

 

16,581,620,410

 

94.85

 

901,085,168

 

5.15

 

41,199,040

21.

 

To authorise the Company to purchase its own shares.

 

17,497,547,724

 

65.37

 

17,296,597,409

 

98.85

 

200,950,315

 

1.15

 

26,417,463

22.

 

To authorise political donations and expenditure.

 

17,330,439,896

 

64.74

 

16,910,224,440

 

97.58

 

420,215,456

 

2.42

 

193,517,792

23.

 

To authorise the Board to call general meetings (other than annual general meetings) on a minimum of 14 clear days’ notice.

 

17,414,170,946

 

65.06

 

16,408,281,946

 

94.22

 

1,005,889,000

 

5.78

 

109,803,491

 

The number of Ordinary Shares in issue on 19 July 2019 (excluding shares held in Treasury) was 26,767,409,927.  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.

 

Resolutions 1 to 18 (inclusive) and 22 were passed as Ordinary Resolutions. Resolutions 19, 20, 21 and 23 were passed as Special Resolutions.

 

In accordance with Listing Rule 9.6.2, a copy of Resolutions 22 and 23, 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: morningstar.co.uk/uk/NSM.

 

Other matters

 

Following conclusion of the Annual General Meeting, the below changes to the composition of the Board and its Committees were effective:

 

·              Samuel Jonah KBE did not seek re-election as a Non-Executive Director and therefore retired from the Board.

 

·              Dame Clara Furse was appointed as a member of the Remuneration Committee and stepped down from the Audit and Risk Committee.

 

·              Sanjiv Ahuja and Michel Demaré were appointed as members of the Audit and Risk Committee. Michel Demaré remains a member of the Remuneration Committee.

 

For further information:

 

Vodafone Group

 

 

 

Media Relations

Investor Relations

www.vodafone.com/media/contact

[email protected]

 

 

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 24, 2019

By:

/s/ R E S MARTIN

 

Name:

Rosemary E S Martin

 

Title:

Group General Counsel and Company Secretary