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Vodafone Group (VOD) AGM backs dividend, buyback and board changes

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Vodafone Group held its Annual General Meeting in London on 27 July 2026, where shareholders passed all resolutions put to a vote, covering receipt of the 31 March 2026 accounts, re-election or election of all listed directors and approval of governance and remuneration items. A final dividend of 2.3625 eurocents per ordinary share for the year ended 31 March 2026 was approved.

Shareholders also authorised the directors to allot shares, dis-apply pre-emption rights (including a further 5% for acquisitions), purchase the company’s own shares, authorise political donations and call general meetings on 14 days’ notice. Hatem Dowidar had resigned earlier so his re-election resolution was withdrawn, and Amparo Moraleda retired from the board at the meeting. Following the AGM, committee memberships were updated, including Simon Dingemans chairing the Audit and Risk Committee, Christine Ramon the Remuneration Committee, Anne‑Françoise Nesmes the ESG Committee and Simon Segars the Technology Committee. Ordinary shares in issue, excluding Treasury shares, totalled 23,028,452,487 as of 23 July 2026.

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Final dividend per share 2.3625 eurocents per ordinary share For the year ended 31 March 2026, approved as Resolution 15
Ordinary shares in issue 23,028,452,487 Excluding shares held in Treasury, as of 23 July 2026
Votes cast on accounts resolution 12,005,432,720 Total votes validly cast on Resolution 1, 52.13% of relevant shares
Support for Directors’ Remuneration Policy 90.89% Percentage of shares voted 'For' Resolution 16
Support for share buyback authority 99.87% Percentage of shares voted 'For' Resolution 23
Support for disapplication of pre-emption rights 98.93% Percentage of shares voted 'For' Resolution 21
Special Resolution regulatory
"Resolutions 21 to 23 (inclusive) and 25 were passed as Special Resolutions"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
pre-emption rights regulatory
"To authorise the Directors to dis-apply pre-emption rights."
A shareholder’s right to be offered new shares before they are sold to outsiders, allowing existing owners to buy enough to keep their ownership percentage. Think of it like being offered the first slice of a pie so your share doesn’t shrink; it matters to investors because it protects voting power and economic value from being diluted when a company issues more stock, and it can affect how easy or costly fundraising is.
Treasury financial
"Ordinary Shares in issue on 23 July 2026 (excluding shares held in Treasury)"
The treasury is the department or area within a government or organization responsible for managing its money, finances, and financial strategies. It handles tasks like collecting revenue, paying bills, and planning for future financial needs, much like a household manages its budget. For investors, understanding the treasury is important because it influences interest rates, government spending, and overall economic stability.
Remuneration Policy regulatory
"To approve the Directors’ Remuneration Policy set out in the Annual Report"
A remuneration policy is a company’s written guide on how it pays executives and senior managers, covering salary, bonuses, stock awards and other benefits. It matters to investors because it shows how pay is linked to long-term performance and risk—like a recipe that determines whether incentives encourage sustainable growth or reward short-term gains—affecting governance, shareholder returns and potential conflicts of interest.
National Storage Mechanism regulatory
"submitted to the Financial Conduct Authority via the National Storage Mechanism"
A national storage mechanism is an official, centralized electronic repository where companies and regulators file and keep required corporate documents such as prospectuses, financial statements and regulatory disclosures. For investors it is the authoritative public source to find and verify key papers — like using a government-run public archive or filing cabinet — so you can check the original documents for due diligence, compliance and to confirm claims made in news or marketing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Vodafone Group (VOD) shareholders approve at the 27 July 2026 AGM?

Shareholders approved all resolutions put to a vote, including the 2026 accounts, re-election and election of directors, the Directors’ Remuneration Policy and report, auditor re-appointment and pay, and various capital management and governance authorities such as share allotment, pre-emption waivers and buyback powers.

What final dividend did Vodafone Group (VOD) approve for the year ended 31 March 2026?

Vodafone approved a final dividend of 2.3625 eurocents per ordinary share for the year ended 31 March 2026. This dividend was confirmed by shareholders at the AGM as Resolution 15, with 99.74% of votes cast in favour and only 0.26% against.

What capital authorities did Vodafone Group (VOD) shareholders grant the board at the AGM?

Shareholders authorised directors to allot shares, dis-apply pre-emption rights (including a further 5% for acquisitions), and permit the company to purchase its own shares. They also allowed the company to call general meetings (other than AGMs) on a minimum of 14 clear days’ notice.

Were there any director changes disclosed for Vodafone Group (VOD) around the AGM?

Yes. Resolution 7 to re-elect Hatem Dowidar was withdrawn after his 10 July 2026 resignation from the board. Amparo Moraleda did not stand for re-election and retired at the AGM, receiving only fees for service and no payment for loss of office.

How many Vodafone Group (VOD) shares were in issue for voting at the AGM and what was turnout?

There were 23,028,452,487 ordinary shares in issue on 23 July 2026, excluding Treasury shares, each carrying one vote. For Resolution 1, 12,005,432,720 votes were validly cast, representing 52.13% of relevant shares in issue, indicating just over half of eligible capital voted.
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 27, 2026
 
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 Form 40-F _
 
 
 
This Report on Form 6-K contains a Stock Exchange Announcement dated 27 July 2026 entitled Result of AGM.
 
27 JULY 2026
 
RESULTS OF ANNUAL GENERAL MEETING
 
 
The Annual General Meeting of the Company was held at Storey Club, Paddington Central, 4 Kingdom Street, London, W2 6BD on Monday, 27 July 2026 at 10.30 am.
 
Resolutions 1 to 6 (inclusive), 8 to 20 (inclusive) and 24 and 26 were passed as Ordinary Resolutions. Resolutions 21 to 23 (inclusive) and 25 were passed as Special Resolutions.
 
Resolution 7 (to re-elect Hatem Dowidar as a Director) was withdrawn on 13 July 2026, prior to the AGM, following Hatem Dowidar’s resignation from the Board of Directors on 10 July 2026. Accordingly, Resolution 7 was not put to shareholders and no votes cast in relation to Resolution 7 were counted. The remaining resolutions were put to the shareholders in the form set out in the Notice of Annual General Meeting.
 
The results of the poll on all 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 2026.
 
12,005,432,720
52.13%
12,000,755,374
99.96%
4,677,346
0.04%
27,983,645
2.
 
To re-elect Jean-François van Boxmeer as a Director.
 
12,015,279,253
52.18%
11,730,454,662
97.63%
284,824,591
2.37%
18,128,422
3.
 
To re-elect Margherita Della Valle as a Director.
 
12,018,254,020
52.19%
11,926,274,023
99.23%
91,979,997
0.77%
15,151,681
4.
 
To re-elect Stephen A. Carter CBE as a Director.
 
12,015,302,617
52.18%
10,227,693,512
85.12%
1,787,609,105
14.88%
18,065,795
5.
 
To re-elect Michel Demaré as a Director.
 
12,012,417,613
52.16%
11,944,598,291
99.44%
67,819,322
0.56%
20,951,975
6.
 
To re-elect Simon Dingemans as a Director.
 
12,012,533,873
52.16%
11,980,222,342
99.73%
32,311,531
0.27%
20,879,492
7.
 
Resolution withdrawn – not put to the meeting
 
-
-
-
-
-
-
-
8.
 
To re-elect Delphine Ernotte Cunci as a Director.
 
12,014,947,469
52.17%
11,957,190,427
99.52%
57,757,042
0.48%
18,422,119
9.
 
To re-elect Deborah Kerr as a Director.
 
12,015,139,645
52.18%
11,987,544,825
99.77%
27,594,820
0.23%
18,220,294
10.
 
To elect Olaf Koch as a Director.
 
12,014,268,113
52.17%
11,987,503,296
99.78%
26,764,817
0.22%
19,101,475
11.
 
To elect Pilar López as a Director.
 
12,013,473,673
52.17%
11,824,440,157
98.43%
189,033,516
1.57%
19,869,926
12.
 
To re-elect Anne-Françoise Nesmes as a Director.
 
12,014,424,300
52.17%
11,984,283,050
99.75%
30,141,250
0.25%
18,935,080
13.
 
To re-elect Christine Ramon as a Director.
12,008,258,992
52.15%
11,838,700,005
98.59%
169,558,987
1.41%
25,110,596
14.
 
To re-elect Simon Segars as a Director.
12,012,170,264
52.16%
11,955,439,114
99.53%
56,731,150
0.47%
21,199,324
15.
 
To declare a final dividend of 2.3625 eurocents per ordinary share for the year ended 31 March 2026
12,020,263,856
52.20%
11,989,609,591
99.74%
30,654,265
0.26%
13,149,134
16.
 
To approve the Directors’ Remuneration Policy
set out in the Annual Report for the year ended 31 March 2026.
12,012,675,556
52.16%
10,917,965,087
90.89%
1,094,710,469
9.11%
20,694,524
17.
 
To approve the Annual Report on Remuneration (other than the part containing the Remuneration Policy) contained in the Remuneration Report of the Board for the year ended 31 March 2026.
12,010,259,385
52.15%
11,633,449,148
96.86%
376,810,237
3.14%
23,110,695
18.
 
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.
12,019,581,331
52.19%
11,978,701,853
99.66%
40,879,478
0.34%
13,835,526
19.
 
To authorise the Audit and Risk Committee to determine the remuneration of the auditor.
12,018,305,927
52.19%
11,974,963,404
99.64%
43,342,523
0.36%
15,111,093
20.
 
To authorise the Directors to allot shares
12,014,766,975
52.17%
11,263,449,315
93.75%
751,317,660
6.25%
18,599,216
21.*
 
To authorise the Directors to dis-apply pre-emption rights.
 
11,980,847,259
52.03%
11,852,536,756
98.93%
128,310,503
1.07%
52,569,269
22.*
 
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.
12,008,821,603
52.15%
11,882,000,562
98.94%
126,821,041
1.06%
24,591,925
23.*
 
To authorise the Company to purchase its own shares.
12,009,794,747
52.15%
11,994,309,349
99.87%
15,485,398
0.13%
23,622,273
24.
 
To authorise political donations and expenditure.
 
11,945,186,447
51.87%
11,819,997,369
98.95%
125,189,078
1.05%
88,230,081
25.*
 
To authorise the Company to call general meetings (other than AGMs) on a minimum of 14 clear days’ notice.
 
12,012,590,905
52.16%
11,300,029,658
94.07%
712,561,247
5.93%
20,821,900
26.
 
To approve the amendments to the Vodafone Global Incentive Plan 2023.
 
12,011,015,257
52.16%
11,451,801,616
95.34%
559,213,641
4.66%
22,398,108
 
* Special resolution
 
The number of Ordinary Shares in issue on 23 July 2026 (excluding shares held in Treasury) was 23,028,452,487. 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 UK Listing Rule 6.4.2, 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.
 
Amparo Moraleda did not stand for re-election as a Director and retired from the Board with effect from the conclusion of the AGM. In accordance with section 430(2B) of the Companies Act 2006, the Company confirms that Amparo Moraleda will receive payment of fees for service whilst a Director, but no other remuneration payment or payment for loss of office will be made in connection with her departure.
 
Following conclusion of the Annual General Meeting, the composition of the Board Committees are as follows:
 
 
Audit and Risk Committee
Nominations and Governance Committee
Remuneration Committee
ESG Committee
Technology Committee
 
Simon Dingemans (Chair)
 
Michel Demaré
 
Deborah Kerr
 
Anne-Françoise Nesmes
 
Christine Ramon
Jean-François van Boxmeer (Chair)Stephen A. Carter CBE
 
Delphine Ernotte Cunci
 
Simon Segars
 
Christine Ramon (Chair)
Michel Demaré
 
Simon Dingemans
 
Anne-Françoise Nesmes (Chair)
 
Jean-François van Boxmeer
 
Simon Segars
 
Simon Segars (Chair)
 
Stephen A. Carter CBE
 
Delphine Ernotte Cunci
 
Deborah Kerr
 
 
- ends –
 
For more information, please contact:
 
Investor Relations:
 
vodafone.com
 
ir@vodafone.co.uk
 
Media Relations:
 
Vodafone.com/media/contact
 
GroupMedia@vodafone.com
Registered Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679
 
 
About Vodafone Group
everyone.connected
 
Vodafone is a leading European and African telecoms company.
 
We serve around 370 million mobile and broadband customers, operating networks in 17 countries with investments in a further three and partners in over 40 more. We have capacity on more than 70 subsea cable systems – the backbone of the internet – and we are developing a new direct-to-mobile satellite communications service to connect areas without coverage. Vodafone runs one of the world’s largest IoT platforms, with over 240 million IoT connections globally, and we provide financial services to around 103 million customers across seven African countries – managing more transactions than any other provider.
 
From the seabed to the stars, Vodafone’s mission is to keep everyone connected.
 
For more information, please visit www.vodafone.com follow us on X at @VodafoneGroup or connect with us on LinkedIn at www.linkedin.com/company/vodafone.
 

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)
 
 
 
 
Date: July 27, 2026
By: /s/ M D B
 
Name: Maaike de Bie
 
Title: Group General Counsel and Company Secretary