Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the
Month of: September 2019
Commission
File Number: 001-38187
MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
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The Lawn, 22-30 Old Bath Road
Newbury, Berkshire
RG14 1QN
United Kingdom
+44 (0) 1635-565-459
(Address of principal executive office)
Indicate
by check mark whether this registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ 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): ☐
CONTENTS
Exhibit No.
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Exhibit Description
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99.1
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Update
on review of remuneration policy, dated 26 September
2019
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26 September 2019
Micro Focus International plc
Update on review of remuneration policy
At the AGM on 29 March 2019, 50.4 percent of shareholders voted
against the resolution to approve the Remuneration Report. A
statement was released the same day with details of the AGM vote
and noting that "we acknowledge and respect
the concerns of our shareholders and have already committed to
undertake a thorough review of our reward strategy this year with
the objective of putting a new policy to shareholders at the 2020
AGM. The remuneration committee will continue to consult closely
with shareholders throughout this process and reflect very
carefully on any issues that they raise."
The purpose of this announcement is to provide a further update on
the views received from shareholders, the actions taken and the
intended further action.
We have engaged widely with shareholders, both following the
announcement of the SUSE disposal in July 2018 and in the months
following publication of the 2018 Annual Report. There was a wide
range of shareholder views. A number of our larger shareholders
supported the decisions we had made, recognising that these were in
response to concerns they had raised regarding stability of the
management team and driving the focus to deliver our 2020 Business
Plan. However, other shareholders raised concerns, which included
the following main issues:
● the changes made in September last year to the ASG
awards made following the HPE Software acquisition in September
2017;
● the overall structure of our incentive
arrangements, including the combination of ASGs and LTIPs, the use
of single performance measures for the annual bonus and LTIP, a
perceived lack of stretch in targets and the absence of a 5-year
vest and hold period for the LTIP; and
● the additional LTIP award made to the CFO as part
of his recruitment package.
Since the AGM in March 2019, the Board has undertaken a detailed
review of all of the feedback received from our shareholders and
proxy agencies on the 2018 Remuneration Report.
As a result, we have concluded that we will need to propose a
number of changes in our new remuneration policy which will be put
to shareholders at the 2020 AGM. The proposed new remuneration
policy will also be developed alongside the strategic review, which
the Company announced on 29 August 2019 to ensure that it supports
the Company's strategy.
We will be consulting widely with our shareholders over the coming
months to further understand their views to ensure that these,
together with the latest corporate governance
requirements, are reflected in the new remuneration
policy.
A summary of this consultation process will be included in the 2019
Remuneration Report.
ENDS
Enquiries:
Micro
Focus
Tel: +44 (0)1635 32646
Kevin Loosemore, Executive
Chairman Investors@microfocus.com
Stephen Murdoch, CEO
Brian McArthur-Muscroft, CFO
Ben Donnelly, Investor relations
Brunswick
Tel: +44 (0) 20 7404 5959
Sarah
West MicroFocus@brunswickgroup.com
Jonathan
Glass
Craig
Breheny
Notes to Editors:
About Micro Focus
Micro
Focus (LSE: MCRO.L, NYSE: MFGP) is a global enterprise software
company supporting the technology needs and challenges of the
Global 2000. Our solutions help organizations leverage
existing IT investments, enterprise applications and emerging
technologies to address complex, rapidly evolving business
requirements while protecting corporate information at all times.
Our product portfolios are Security, IT Operations Management,
Application Delivery Management, Information Management &
Governance and Application Modernization & Connectivity. For
more information, visit: www.microfocus.com.
SIGNATURE
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, thereto duly authorized.
Date:
26 September 2019
Micro
Focus International plc
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By:
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/s/
Brian McArthur-Muscroft
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Name:
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Brian
McArthur-Muscroft
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Title:
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Chief
Financial Officer
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