[6-K] IHS Holding Limited Current Report (Foreign Issuer)

Rhea-AI Filing Summary

On 10 July 2025, IHS Holding Limited (NYSE: IHS) convened its 2025 Annual General Meeting with 235,262,829 ordinary shares present, satisfying quorum requirements. Shareholders voted by poll on the sole agenda item: election of nine directors across the Company’s three staggered board classes. Each nominee received decisive support, exceeding 96% of votes cast, and no broker non-votes were recorded:

• Class I (term to 2026 AGM): Frank Dangeard – 217,149,739 for; Phuthuma Nhleko – 217,107,653 for
• Class II: John Ellis Bush – 217,062,797 for; Mallam Bashir Ahmad El-Rufai – 216,077,934 for; Nicholas Land – 209,362,752 for
• Class III: Sam Darwish – 217,036,276 for; Ursula Burns – 210,168,939 for; Maria Carolina Lacerda – 214,966,128 for; Aniko Szigetvari – 208,977,265 for

All nine nominees were duly elected to serve until the 2026 AGM or earlier departure. The Form 6-K contains no financial results, strategic transactions or other resolutions. Consequently, the filing is primarily a routine corporate-governance update signalling board continuity rather than an event with direct financial impact.

Insights

Corporate Governance Analyst

TL;DR: Routine AGM; entire director slate re-elected with overwhelming support, providing governance continuity but little immediate investment impact.

The June-filed proxy materials indicated that director elections were the only business. With 96-99% affirmative votes, shareholder alignment with management remains strong. No dissent, broker non-votes, or contested items suggest a stable governance environment. However, because the filing omits operational or financial disclosures, the event is neutral for valuation. Investors should monitor upcoming quarterly results for substantive performance indicators.

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-40876

IHS Holding Limited

(Translation of registrant’s name into English)

1 Cathedral Piazza

123 Victoria Street

London SW1E 5BP

United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  x   Form 40-F  ¨

Annual General Meeting Results

On July 10, 2025, IHS Holding Limited (the “Company”) held its 2025 annual general meeting of shareholders (the “AGM”). At the AGM, the holders of 235,262,829 of the Company’s ordinary shares, as of the May 8, 2025 record date (the “Record Date”) were represented in person or by proxy, constituting a quorum. Voting at the AGM was conducted by way of a poll, and other than in respect of certain limitations and exceptions as detailed in the Second Amended and Restated Memorandum and Articles of Association, each ordinary share issued and outstanding as of the close of business on the Record Date was entitled to one (1) vote on each resolution at the AGM.

The following are the voting results for the proposals considered and voted upon at the AGM, each of which was described in greater detail in the shareholder materials furnished with the Company’s Report on Form 6-K filed with the U.S. Securities and Exchange Commission on June 2, 2025.

Proposal No. 1: To elect Frank Dangeard and Phuthuma Nhleko to serve as Class I Directors, John Ellis Bush, Mallam Bashir Ahmad El-Rufai and Nicholas Land to serve as Class II Directors, and Sam Darwish, Ursula Burns, Maria Carolina Lacerda and Aniko Szigetvari to serve as Class III Directors until the Company’s annual general meeting to be held for the year ended December 31, 2026 (the “2026 AGM”), or until their earlier death, resignation, disqualification or removal.

Nominee		For				Withheld				Broker Non-Votes
Frank Dangeard			217,149,739				40,615				(0)
Phuthuma Nhleko			217,107,653				82,701				(0)
John Ellis Bush			217,062,797				127,557				(0)
Mallam Bashir Ahmad El-Rufai			216,077,934				1,112,420				(0)
Nicholas Land			209,362,752				7,827,602				(0)
Sam Darwish			217,036,276				154,078				(0)
Ursula Burns			210,168,939				7,021,415				(0)
Maria Carolina Lacerda			214,966,128				2,224,226				(0)
Aniko Szigetvari			208,977,265				8,213,089				(0)

Based on the foregoing votes, Frank Dangeard and Phuthuma Nhleko were elected as Class I Directors, John Ellis Bush, Mallam Bashir Ahmad El-Rufai and Nicholas Land were elected as Class II Directors, and Sam Darwish, Ursula Burns, Maria Carolina Lacerda and Aniko Szigetvari were elected as Class III Directors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IHS Holding Limited
Date: July 10, 2025	By:	/s/ Steve Howden
		Steve Howden
		Executive Vice President and Chief Financial Officer

FAQ

What did IHS (IHS) shareholders vote on at the 2025 AGM?

The only item was the election of nine directors across Classes I-III; all were approved with >96% support.

How many IHS shares were represented at the meeting?

235,262,829 ordinary shares, constituting a quorum, were present in person or by proxy.

Which directors were elected to Class I at IHS Holding?

Frank Dangeard and Phuthuma Nhleko were elected as Class I Directors until the 2026 AGM.

Were there any broker non-votes or significant opposition?

No broker non-votes were recorded; opposition was minimal, with withheld votes below 4% for all nominees.

Did the Form 6-K include financial results or other proposals?

No. The filing is limited to AGM voting outcomes and contains no financial or strategic updates.