0001654954-20-003207.txt : 20200325 0001654954-20-003207.hdr.sgml : 20200325 20200325145251 ACCESSION NUMBER: 0001654954-20-003207 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200325 FILED AS OF DATE: 20200325 DATE AS OF CHANGE: 20200325 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICRO FOCUS INTERNATIONAL PLC CENTRAL INDEX KEY: 0001359711 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-38187 FILM NUMBER: 20741922 BUSINESS ADDRESS: STREET 1: 22-30 OLD BATH ROAD CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 1QN MAIL ADDRESS: STREET 1: 22-30 OLD BATH ROAD CITY: NEWBURY, BERKSHIRE STATE: X0 ZIP: RG14 1QN 6-K 1 a6280h.htm RESULT OF AGM a6280h
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 6-K
 
 
 
REPORT OF FOREIGN PRIVATE ISSUER
 
PURSUANT TO RULE 13A-16 OR 15D-16
 
UNDER THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the Month of: March 2020
 
Commission File Number: 001-38187
 
MICRO FOCUS INTERNATIONAL PLC
(Exact name of registrant as specified in its charter)
 
 
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.
Exhibit Description
99.1
Result of AGM, dated 25 March 2020
 
 
 
 
25 March 2020
 
 
Micro Focus International plc
 
 
Results of Annual General Meeting
 
 
The Annual General Meeting (the "Meeting") of Micro Focus International plc (the "Company, "Micro Focus", LSE: MCRO.L) was held at The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN at 3.00 p.m. on Wednesday 25 March 2020.
 
 
All resolutions put to the Meeting as set out in the Notice of Annual General Meeting were voted on by means of a poll.  The voting results below show the total of all the votes cast on a poll.  The poll results will also be posted on the Company's website.
 
Resolution  (No. as noted on proxy form)
Votes For
%
Votes Against
%
Total Votes Cast (Excluding Votes Withheld / Abstentions)
% of Issued Share Capital Voted
Votes Withheld / Abstentions
1.     To receive the Company's accounts, together with the reports of the directors of the Company and the auditors for the year ended 31 October 2019
246,661,390
99.45
1,362,062
0.55
248,023,452
74.25%
1,937,346
2.     To declare a final dividend#
WITHDRAWN
3.     To approve the Directors' Remuneration report
236,879,729
94.84
12,892,752
5.16
249,772,481
74.77%
188,317
4.     To approve the Directors' Remuneration Policy
242,371,213
97.05
7,362,083
2.95
249,733,296
74.76%
227,378
5.     To elect Greg Lock as a Director
249,384,875
99.83
428,240
0.17
249,813,115
74.78%
147,684
6.     To re-elect Stephen Murdoch as a Director
247,228,184
98.96
2,606,139
1.04
249,834,323
74.79%
126,476
7.     To re-elect Brian McArthur-Muscroft as a Director
247,935,110
99.24
1,895,196
0.76
249,830,306
74.79%
130,493
8.     To re-elect Karen Slatford as a Director
221,130,590
88.51
28,706,256
11.49
249,836,846
74.79%
123,952
9.     To re-elect Richard Atkins as a Director
247,352,465
99.01
2,467,469
0.99
249,819,934
74.78%
140,864
10.   To re-elect Amanda Brown as a Director
240,796,290
96.39
9,030,193
3.61
249,826,483
74.79%
134,316
11.   To re-elect Lawton Fitt as a Director
243,410,079
97.44
6,397,771
2.56
249,807,850
74.78%
152,949
12.   To re-appoint KPMG LLP as auditors
249,332,264
99.79
526,285
0.21
249,858,549
74.79%
102,250
13.   To authorise the Directors to determine the remuneration of the auditors
249,278,779
99.78
540,988
0.22
249,819,767
74.78%
141,032
14.   To authorise the Directors to allot ordinary shares
239,738,932
95.97
10,055,546
4.03
249,794,478
74.78%
166,321
15.   To empower the Directors to allot ordinary shares on a non-pre-emptive basis*
246,870,911
98.84
2,890,811
1.16
249,761,722
74.77%
199,077
16.   To empower the Directors to allot ordinary shares on a non-pre-emptive basis for acquisitions or capital investments*
230,140,432
92.14
19,644,952
7.86
249,785,384
74.77%
175,414
17.   To authorise the Company to purchase its own shares*
245,953,218
98.68
3,284,702
1.32
249,237,920
74.61%
722,878
18.   To authorise the Company to hold general meetings (other than annual general meetings) on 14 clear days' notice*
238,494,580
95.46
11,342,564
4.54
249,837,144
74.79%
123,655
 
* Passed as special resolutions.
 
 
# As announced on 18 March 2020 the Board has withdrawn its recommendation of the final dividend for the financial year ended 31 October 2019. A confirmatory motion was passed by a simple majority on a show of hands at the Company's Annual General Meeting earlier today to formally withdraw resolution numbered 2 relating to the approval of the final dividend.
 
 
Notes:
 
1.    The total number of ordinary shares of £0.10 each in the capital of the Company (excluding shares held in treasury) on the shareholder register at 6.30pm (UK time) on 23 March 2020, being those eligible to be voted on at the Meeting, was 334,058,381.
2.    For the purposes of section 341 of the Companies Act 2006, the total votes cast amounted to 249,858,549 representing 74.79 per cent of the issued share capital.
3.    Any proxy appointments which gave discretion to the Chairman have been included in the "Votes For" total.
4.    A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the "Shares For" and "Shares Against" a resolution.
 
 
None of the resolutions put before the meeting are considered to be resolutions which do not constitute ordinary business. The full text of the resolutions is shown in the Notice which is available on our website at https://investors.microfocus.com/media/1670/mf_notice_of_meeting_2019.pdf 
 
 
 
Enquiries:
Micro Focus                                                      Tel: +44 (0)1635 32646
Stephen Murdoch, CEO                                     Investors@microfocus.com
Brian McArthur-Muscroft, CFO
Ben Donnelly, Investor relations
 
 
Brunswick                                                         Tel: +44 (0) 20 7404 5959
Sarah West                                                         MicroFocus@brunswickgroup.com
Jonathan Glass   
 
 
 
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: 25 March 2020
 
 
Micro Focus International plc
 
 
By:
/s/ Brian McArthur-Muscroft
 
Name:
Brian McArthur-Muscroft
 
Title:
Chief Financial Officer