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 28, 2020
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 28 July 2020 entitled ‘RESULTS OF ANNUAL GENERAL MEETING’.
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 Pavilion, Vodafone House, The Connection, Newbury, Berkshire, RG14 2FN as a closed meeting on Tuesday 28 July 2020 at 11.00 am.
The results of polls on all 25 resolutions were as follows:
|
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Resolution |
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Total votes |
|
Percentage |
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For |
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For (% |
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Against |
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Against |
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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 2020. |
|
17,835,894,356 |
|
66.49% |
|
17,545,806,649 |
|
98.37 |
|
290,087,707 |
|
1.63 |
|
184,821,641 |
|
|
2. |
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To elect Jean-François van Boxmeer as a Director. |
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18,005,525,345 |
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67.12% |
|
16,162,290,120 |
|
89.76 |
|
1,843,235,225 |
|
10.24 |
|
15,178,924 |
|
|
3. |
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To re-elect Gerard Kleisterlee as a Director. |
|
17,997,519,613 |
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67.09% |
|
17,782,168,669 |
|
98.80 |
|
215,350,944 |
|
1.20 |
|
23,184,663 |
|
|
4. |
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To re-elect Nick Read as a Director. |
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17,876,383,539 |
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66.64% |
|
17,838,678,506 |
|
99.79 |
|
37,705,033 |
|
0.21 |
|
144,309,996 |
|
|
5. |
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To re-elect Margherita Della Valle as a Director. |
|
18,007,285,095 |
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67.13% |
|
17,723,749,046 |
|
98.43 |
|
283,536,049 |
|
1.57 |
|
13,413,286 |
|
|
6. |
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To re-elect Sir Crispin Davis as a Director. |
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18,005,469,337 |
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67.12% |
|
17,938,786,382 |
|
99.63 |
|
66,682,955 |
|
0.37 |
|
15,234,304 |
|
|
7. |
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To re-elect Michel Demaré as a Director. |
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18,005,290,985 |
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67.12% |
|
17,675,507,845 |
|
98.17 |
|
329,783,140 |
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1.83 |
|
15,405,511 |
|
|
8. |
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To re-elect Dame Clara Furse as a Director. |
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18,006,324,315 |
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67.13% |
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17,958,941,664 |
|
99.74 |
|
47,382,651 |
|
0.26 |
|
14,377,190 |
|
|
9 |
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To re-elect Valerie Gooding as a Director. |
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17,980,920,270 |
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67.03% |
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17,778,165,236 |
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98.87 |
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202,755,034 |
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1.13 |
|
39,788,088 |
|
|
10. |
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To re-elect Renee James as a Director. |
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18,004,826,956 |
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67.12% |
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15,624,114,054 |
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86.78 |
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2,380,712,902 |
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13.22 |
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15,868,579 |
|
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11. |
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To re-elect Maria Amparo Moraleda Martinez as a Director. |
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18,006,035,579 |
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67.13% |
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17,928,139,248 |
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99.57 |
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77,896,331 |
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0.43 |
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14,650,052 |
|
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12. |
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To re-elect Sanjiv Ahuja as a Director. |
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18,005,397,654 |
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67.12% |
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17,961,158,199 |
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99.75 |
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44,239,455 |
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0.25 |
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15,292,296 |
|
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13. |
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RESOLUTION WITHDRAWN |
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14. |
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To re-elect David Nish as a Director. |
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18,005,945,761 |
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67.13% |
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17,556,677,676 |
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97.50 |
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449,268,085 |
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2.50 |
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14,759,610 |
|
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15. |
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To declare a final dividend of 4.50 eurocents per ordinary share for the year ended 31 March 2020. |
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18,012,269,059 |
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67.15% |
|
17,743,257,151 |
|
98.51 |
|
269,011,908 |
|
1.49 |
|
8,443,173 |
|
|
16. |
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To approve the Directors’ Remuneration Policy set out on pages 102 to 107 of the Annual Report. |
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17,835,162,810 |
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66.49% |
|
17,195,227,349 |
|
96.41 |
|
639,935,461 |
|
3.59 |
|
185,334,870 |
|
|
17. |
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To approve the Annual Report on Remuneration contained in the Remuneration Report of the Board for the year ended 31 March 2020. |
|
17,961,819,272 |
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66.96% |
|
17,153,884,741 |
|
95.50 |
|
807,934,531 |
|
4.50 |
|
58,861,777 |
|
|
18. |
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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. |
|
18,011,883,038 |
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67.15% |
|
17,956,467,585 |
|
99.69 |
|
55,415,453 |
|
0.31 |
|
8,818,018 |
|
|
19. |
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To authorise the Audit and Risk Committee to determine the remuneration of the auditor. |
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18,008,026,816 |
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67.13% |
|
17,936,353,590 |
|
99.60 |
|
71,673,226 |
|
0.40 |
|
12,662,719 |
|
|
20. |
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To authorise the Directors to allot shares |
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18,000,957,692 |
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67.11% |
|
16,474,862,108 |
|
91.52 |
|
1,526,095,584 |
|
8.48 |
|
19,719,054 |
|
|
21. |
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To authorise the Directors to dis-apply pre-emption rights. |
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17,991,931,825 |
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67.07% |
|
17,588,539,002 |
|
97.76 |
|
403,392,823 |
|
2.24 |
|
28,746,598 |
|
|
22. |
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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. |
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17,993,708,523 |
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67.08% |
|
17,510,605,282 |
|
97.32 |
|
483,103,241 |
|
2.68 |
|
26,982,435 |
|
|
23. |
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To authorise the Company to purchase its own shares. |
|
17,994,821,370 |
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67.08% |
|
17,535,797,880 |
|
97.45 |
|
459,023,490 |
|
2.55 |
|
25,872,888 |
|
|
24. |
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To authorise political donations and expenditure. |
|
18,002,952,626 |
|
67.11% |
|
17,514,773,647 |
|
97.29 |
|
488,178,979 |
|
2.71 |
|
17,743,696 |
|
|
25. |
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To authorise the Company to call general meetings (other than AGMs) on a minimum of 14 clear days’ notice. |
|
17,928,768,742 |
|
66.84% |
|
16,795,515,514 |
|
93.68 |
|
1,133,253,228 |
|
6.32 |
|
91,923,634 |
|
|
26. |
|
To approve the rules of the Vodafone Share Incentive Plan (SIP) |
|
18,000,670,429 |
|
67.11% |
|
17,901,440,411 |
|
99.45 |
|
99,230,018 |
|
0.55 |
|
20,008,628 |
|
The number of Ordinary Shares in issue on 24 July 2020 (excluding shares held in Treasury) was 26,824,278,985. 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 12, 14 to 20 (inclusive), 24 and 26 were passed as Ordinary Resolutions. Resolutions 21, 22, 23 and 25 were passed as Special Resolutions.
In accordance with Listing Rule 9.6.2, a copy of Resolutions 24 and 25, 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.
For further information:
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Vodafone Group |
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Media Relations |
Investor Relations |
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www.vodafone.com/media/contact |
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.
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VODAFONE GROUP |
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PUBLIC LIMITED COMPANY |
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(Registrant) |
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Dated: July 28, 2020 |
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By: |
/s/ R E S MARTIN |
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Name: Rosemary E S Martin |
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Title: Group General Counsel and Company Secretary |