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 26, 2022
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 þ 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): ¨
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 ¨ No þ
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 26 July 2022 entitled ‘Results of Annual General Meeting’.
26 July 2022
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, 26 July 2022 at 10.00 am.
Resolutions 1 to 19 (inclusive) and 23 were passed as Ordinary Resolutions. Resolutions 20 to 22 (inclusive) and 24 were passed as Special Resolutions.
The results of the poll on all 24 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 2022. | 19,493,946,517 | 69.68% | 19,485,490,846 | 99.96 | 8,455,671 | 0.04 | 51,088,718 |
| 2. | To re-elect Jean-François van Boxmeer as a Director. | 19,306,763,916 | 69.01% | 17,210,770,653 | 89.14 | 2,095,993,263 | 10.86 | 238,192,481 |
| 3. | To re-elect Nick Read as a Director. | 19,502,708,111 | 69.71% | 19,447,795,495 | 99.72 | 54,912,616 | 0.28 | 42,224,951 |
| 4. | To re-elect Margherita Della Valle as a Director. | 19,503,016,256 | 69.71% | 19,431,003,165 | 99.63 | 72,013,091 | 0.37 | 41,924,736 |
| 5. | To elect Stephen A. Carter C.B.E. as a Director. | 19,501,246,254 | 69.71% | 19,452,464,590 | 99.75 | 48,781,664 | 0.25 | 43,710,312 |
| 6. | To re-elect Sir Crispin Davis as a Director. | 19,501,506,610 | 69.71% | 18,894,436,667 | 96.89 | 607,069,943 | 3.11 | 43,460,905 |
| 7. | To re-elect Michel Demaré as a Director. | 19,502,149,516 | 69.71% | 18,917,342,070 | 97.00 | 584,807,446 | 3.00 | 42,866,619 |
| 8. | To elect Delphine Ernotte Cunci as a Director. | 19,502,375,951 | 69.71% | 19,438,367,304 | 99.67 | 64,008,647 | 0.33 | 42,634,408 |
| 9. | To re-elect Dame Clara Furse as a Director. | 19,501,833,866 | 69.71% | 19,415,658,222 | 99.56 | 86,175,644 | 0.44 | 43,132,354 |
| 10. | To re-elect Valerie Gooding as a Director. | 19,501,730,858 | 69.71% | 18,914,896,189 | 96.99 | 586,834,669 | 3.01 | 43,254,507 |
| 11. | To elect Deborah Kerr as a Director. | 19,501,087,979 | 69.71% | 19,452,796,768 | 99.75 | 48,291,211 | 0.25 | 43,891,939 |
| 12. | To re-elect Maria Amparo Moraleda Martinez as a Director. | 19,501,823,775 | 69.71% | 18,848,895,461 | 96.65 | 652,928,314 | 3.35 | 43,184,656 |
| 13. | To re-elect David Nish as a Director. | 19,501,266,969 | 69.71% | 19,450,797,473 | 99.74 | 50,469,496 | 0.26 | 43,709,200 |
| 14. | To elect Simon Segars as a Director. | 19,498,848,477 | 69.70% | 19,453,708,826 | 99.77 | 45,139,651 | 0.23 | 46,112,414 |
| 15. | To declare a final dividend of 4.50 eurocents per ordinary share for the year ended 31 March 2022. | 19,509,242,715 | 69.74% | 19,457,795,003 | 99.74 | 51,447,712 | 0.26 | 35,760,312 |
| 16. | To approve the Annual Report on Remuneration contained in the Remuneration Report of the Board for the year ended 31 March 2022.
| 19,496,903,239 | 69.69% | 19,086,924,682 | 97.90 | 409,978,557 | 2.10 | 47,875,529 |
| 17. | 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. | 19,507,516,261 | 69.73% | 19,379,132,140 | 99.34 | 128,384,121 | 0.66 | 37,394,082 |
| 18. | To authorise the Audit and Risk Committee to determine the remuneration of the auditor. | 19,504,142,249 | 69.72% | 19,490,192,112 | 99.93 | 13,950,137 | 0.07 | 40,760,118 |
| 19. | To authorise the Directors to allot shares | 19,505,861,334 | 69.72% | 18,474,217,163 | 94.71 | 1,031,644,171 | 5.29 | 39,092,919 |
| 20.* | To authorise the Directors to dis-apply pre-emption rights. | 19,433,291,115 | 69.47% | 19,007,099,920 | 97.81 | 426,191,195 | 2.19 | 111,673,329 |
| 21.* | 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. | 19,433,585,400 | 69.47% | 18,739,915,910 | 96.43 | 693,669,490 | 3.57 | 111,360,006 |
| 22.* | To authorise the Company to purchase its own shares. | 19,486,245,723 | 69.65% | 19,272,281,803 | 98.90 | 213,963,920 | 1.10 | 58,753,588 |
| 23. | To authorise political donations and expenditure. | 19,262,313,290 | 68.85% | 18,917,554,866 | 98.21 | 344,758,424 | 1.79 | 282,628,828 |
| 24.* | To authorise the Company to call general meetings (other than AGMs) on a minimum of 14 clear days’ notice. | 19,488,586,719 | 69.66% | 18,483,731,105 | 94.84 | 1,004,855,614 | 5.16 | 56,331,018 |
* Special resolution
The number of Ordinary Shares in issue on 22 July 2022 (excluding shares held in Treasury) was 27,975,521,625. 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.
Following conclusion of the Annual General Meeting, the below changes to the composition of the Board were effective:
| - | Stephen A. Carter C.B.E was appointed as a Non-Executive Director; | |
| - | Delphine Ernotte Cunci was appointed as a Non-Executive Director; and | |
| - | Simon Segars was appointed as a Non-Executive Director. |
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 26, 2022 | By: | /s/ R E S MARTIN |
| Name: Rosemary E S Martin | ||
| Title: Group General Counsel and Company Secretary | ||
