UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2024
Commission File Number: 001-40876
IHS Holding Limited
(Exact Name of Registrant as Specified in Its Charter)
1 Cathedral Piazza
123 Victoria Street
London SW1E 5BP
United Kingdom
(Address of principal executive office)
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 ¨
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
Annual General Meeting Results
On June 28, 2024, IHS Holding Limited (the “Company”) held its 2024 annual general meeting of shareholders (the “AGM”). At the AGM, the holders of 277,415,173 of the Company’s ordinary shares, as of the May 2, 2024 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 Existing Articles (as defined below), 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 May 21, 2024.
Proposal No. 1: To elect Frank Dangeard and Phuthuma Nhleko to serve as Class I Directors until the Company’s annual general meeting to be held for the year ended December 31, 2027 (the “2027 AGM”) or, if the Restated Articles (as defined below) are adopted at the AGM, until the annual general meeting to be held for the year ended December 31, 2025 (the “2025 AGM”) and in either case, or until their earlier death, resignation, disqualification or removal.
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Frank Dangeard | 192,069,571 | 168,883 | 0 | |||||||||
| Phuthuma Nhleko | 191,990,645 | 247,809 | 0 | |||||||||
Proposal No. 2: Subject to and effective upon the adoption of the Restated Articles (as defined below) at the AGM, the election of Mallam Bashir Ahmad El-Rufai and Nicholas Land as Class II Directors until the 2025 AGM, or until their earlier death, resignation, disqualification or removal.
| Nominee | For | Withheld | Broker Non-Votes | |||||||||
| Mallam Bashir Ahmad El-Rufai | 191,340,788 | 897,666 | 0 | |||||||||
| Nicholas Land | 190,545,856 | 1,692,598 | 0 | |||||||||
Proposal No. 3: To resolve as a special resolution that the existing Amended and Restated Memorandum and Articles of Association of the Company (the “Existing Articles”) be replaced in their entirety with the Second Amended and Restated Memorandum and Articles of Association (the “Restated Articles”) in the form tabled at the AGM.
| For | Against | Abstain | Broker Non- Votes | |||||||||
| 188,284,591 | 3,890,865 | 85,239,717 | 0 | |||||||||
Based on the foregoing votes, Frank Dangeard and Phuthuma Nhleko were elected as Class I Directors, Mallam Bashir Ahmad El-Rufai and Nicholas Land were elected as Class II Directors, and Proposal 3 was approved. The Second Amended and Restated Memorandum and Articles of Association of the Company are filed herewith as Exhibit 99.1 to this Report on Form 6-K.
Exhibit No. |
Description | |
| 99.1 | Second Amended and Restated Memorandum and Articles of Association of IHS Holding Limited, as of June 28, 2024. |
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: June 28, 2024 | By: |
/s/ Steve Howden |
| Steve Howden | ||
| Executive Vice President and Chief Financial Officer | ||