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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2024
Commission File Number: 001-35627
MANCHESTER UNITED PLC
(Translation of registrant’s name into English)
Old Trafford
Manchester M16 0RA
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
o
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). ¨
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, thereunto duly authorized.
Date: May 28, 2024
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MANCHESTER UNITED PLC |
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By: |
/s/ Roger Bell |
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Name: Roger Bell |
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Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit 99.1
May 28, 2024
Dear Shareholder:
You are cordially invited
to attend the 2024 Annual General Meeting of Shareholders (the “Annual General Meeting”) of Manchester United plc (“Manchester
United”), to be held at 3:30 p.m., local time, on June 25, 2024, in the offices of Woods Oviatt Gilman LLP, 1900 Bausch and Lomb
Place, Rochester, New York 14604. Information concerning the matters to be considered and voted upon at the Annual General Meeting is
set out in the attached Notice of 2024 Annual General Meeting of Shareholders and Proxy Statement.
It is important that your
Class A ordinary shares are represented at the 2024 Annual General Meeting, regardless of the number of Class A ordinary shares you hold
or whether or not you plan to attend the meeting in person. Accordingly, please authorize a proxy to vote your Class A ordinary shares
as soon as possible in accordance with the instructions you received. This will not prevent you from voting your Class A ordinary shares
in person if you subsequently choose to attend the Annual General Meeting.
Thank you for your continued
support. We look forward to seeing you at our 2024 Annual General Meeting of Shareholders.
Yours sincerely,
Jean-Claude Blanc
Chief Executive Officer
NOTICE OF
2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Our Shareholders:
Notice is hereby given that
the 2024 Annual General Meeting of Shareholders (the “Annual General Meeting”) of Manchester United plc, an exempted company
with limited liability incorporated under the Companies Law (2011 Revision) of the Cayman Islands (the “Company”), will be
held in the offices of Woods Oviatt Gilman LLP, 1900 Bausch and Lomb Place, Rochester, New York 14604, on June 25, 2024, at 3:30 p.m.,
local time, for the following purposes:
| 1. | To elect ten (10) directors for a one-year term and until the election and qualification of their respective
successors in office; and |
| 2. | To transact such other business as may properly come before the Annual General Meeting and any adjournment
or postponement thereof. |
The Board of Directors has fixed
the close of business on April 10, 2024, as the record date for the Annual General Meeting (the “Record Date”), and only holders
of record of Class A ordinary shares and Class B ordinary shares at such time will be entitled to notice of or to vote at the Annual General
Meeting or any adjournment or postponement thereof.
The foregoing items of business
are more fully described in the Proxy Statement for the Annual General Meeting. On or about May 29, 2024, we intend to mail to our shareholders
of record as of the Record Date a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions
on how to access the Proxy Statement and the Annual Report for the fiscal year ended June 30, 2023 (the “2023 Annual Report”).
The Notice also provides instructions on how to vote online and includes instructions on how to receive a paper copy of the proxy materials
by mail.
ANNUAL GENERAL MEETING OF SHAREHOLDERS OF
MANCHESTER UNITED PLC
June 25, 2024
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIAL:
The Notice of Meeting, proxy statement and proxy
card are available at
http://www.proxyvote.com
YOUR VOTE IS IMPORTANT
Based
on current New York Stock Exchange rules your broker will NOT be able to vote your Class A ordinary shares with respect to the
election of directors if you have not provided instructions to your broker. We strongly encourage you to provide instructions to your
broker to vote your Class A ordinary shares and exercise your right as a shareholder.
If
you are a shareholder of record as of April 10, 2024 (the “Record Date”), you will be admitted to the Annual General Meeting
upon presenting a form of photo identification. If you own Class A ordinary shares beneficially through a bank, broker or otherwise, you
will be admitted to the meeting upon presenting a form of photo identification and proof of share ownership or a valid proxy signed by
the record holder. A recent brokerage statement or a letter from a bank or broker are examples of proof of share ownership for this purpose.
Regardless
of whether or not you plan to attend the Annual General Meeting, please follow the instructions you received to authorize a proxy to vote
your Class A ordinary shares as soon as possible to ensure that your ordinary shares are represented at the Annual General Meeting. Any
shareholder that decides to attend the Annual General Meeting in person may, if so desired, revoke the prior proxy by voting their Class
A ordinary shares at the Annual General Meeting.
By Order of the Board of Directors,
Jean-Claude Blanc
Chief Executive Officer
Manchester, United Kingdom
May 28, 2024
GENERAL INFORMATION
This Proxy Statement is being provided to solicit
proxies on behalf of the Board of Directors of Manchester United plc (the “Company,” “Manchester United,” “we”
or “us”) for use at the 2024 Annual General Meeting of Shareholders (the “Annual General Meeting”) to be held
in the offices of Woods Oviatt Gilman LLP, 1900 Bausch and Lomb Place, Rochester, New York 14604, on June 25, 2024, at 3:30 p.m.,
local time, and any adjournment or postponement thereof. We expect to first make this Proxy Statement available, together with our Annual
Report for the fiscal year ended June 30, 2023 (the “2023 Annual Report”), to shareholders on or about May 28, 2024.
Foreign Private Issuer
We are a “foreign private issuer”
within the meaning of Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a result,
we are not required to comply with U.S. federal proxy requirements.
Record Date
The Board of Directors has fixed
the close of business on April 10, 2024, as the record date for the Annual General Meeting (the “Record Date”), and only holders
of record of Class A ordinary shares and Class B ordinary shares at such time will be entitled to notice of or to vote at the Annual General
Meeting or any adjournment or postponement thereof.
Internet Availability of Annual General Meeting
Materials
We have elected to provide access to our proxy
materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”)
to our shareholders of record as of the Record Date. All shareholders will have the ability to access the proxy materials on the website
referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials
over the Internet or to request a printed copy may be found in the Notice. You will not receive a printed copy of the proxy materials
unless you request one in the manner set forth in the Notice. This permits us to conserve natural resources and reduces our printing costs,
while giving shareholders a convenient and efficient way to access our proxy materials and vote their ordinary shares.
We intend to mail the Notice on or about
May 29, 2024, to all shareholders of record entitled to vote at the Annual General Meeting.
Who May Vote
Only holders of record of our Class A ordinary
shares and Class B ordinary shares at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual
General Meeting. On the Record Date, 54,918,234 Class A ordinary shares were issued and outstanding and 114,301,320 Class B ordinary shares
were issued and outstanding. Each Class A ordinary share is entitled to one vote at the Annual General Meeting, and each Class B ordinary
share is entitled to ten votes at the Annual General Meeting.
What Constitutes a Quorum
Shareholders may not take action at the Annual
General Meeting unless there is a quorum present at the meeting. A meeting of shareholders is duly constituted, and a quorum is present,
if, at the commencement of the meeting, there are present in person or by proxy at least a majority of the votes of the shares entitled
to vote on resolutions of shareholders to be considered at the meeting. Broker non-votes (as described below) will not be included in
the calculation of the number of shares considered to be present at the meeting for quorum purposes. Abstentions will be included in the
calculation of the number of shares considered to be present at the meeting for quorum purposes.
Broker Non-Votes and Abstentions
Broker non-votes occur when brokers holding shares
in street name for beneficial owners do not receive instructions from the beneficial owners about how to vote their shares. An abstention
occurs when a shareholder withholds such shareholder’s vote by checking the “ABSTAIN” box on the proxy card, or similarly
elects to abstain via Internet or telephone voting.
Based on current New York Stock Exchange (“NYSE”)
rules, your broker will NOT be able to vote your shares with respect to the election of directors if you have not provided instructions
to your broker. We strongly encourage you to provide instructions to your broker to vote your ordinary shares and exercise your right
as a shareholder. As such, only those votes cast “FOR” or “AGAINST” are counted for the purposes of determining
the number of votes cast in connection with the proposal to elect directors (Proposal 1). Abstentions and broker non-votes have no effect
on the outcome of Proposal 1.
Vote Required
Proposal No. 1: Under
applicable Cayman Islands law and our Amended and Restated Memorandum and Articles of Association (our “Articles”), directors
are elected by a simple majority vote of all votes cast at the Annual General Meeting, if a quorum is present. Our Articles do not provide
for cumulative voting.
Voting Process and Revocation of Proxies
If you are a shareholder of record, there are
three ways to vote by proxy:
| · | By
Internet – You can vote over the Internet at http://proxyvote.com by following
the instructions in the Notice or, if you received your proxy materials by mail, by following
the instructions on the proxy card. You will need to enter your control number, which is
a 16-digit number located in a box on your proxy card that is included with your proxy materials.
We encourage you to vote by Internet even if you received proxy materials in the mail. |
| · | By Telephone – You may vote and submit
your proxy by calling toll-free 1-800-690-6903 and providing your control number, which is a 16-digit number located in a box on your
proxy card that is included with your proxy materials. |
| · | By Mail – If you received your proxy
materials by mail or if you requested paper copies of the proxy materials, you can vote by mail by marking, dating, signing and returning
the proxy card in the postage-paid envelope. |
| · | In
person – If you choose to vote in person at the Annual General Meeting, you must
first pre-register via email. Please send your contact information including your name and
phone number to IR@manutd.co.uk. |
Telephone and Internet
voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 p.m. Eastern Daylight Time on June
24, 2024. Submitting your proxy by any of these methods will not affect your ability to attend the Annual General Meeting in-person and
vote at the Annual General Meeting.
If your Class A ordinary
shares are held in “street name,” meaning you are a beneficial owner with your shares held through a bank or brokerage firm,
you will receive instructions from your bank or brokerage firm, who is the holder of record of your shares. You must follow the instructions
of the holder of record in order for your shares to be voted. Telephone and Internet voting may also be offered to shareholders owning
shares through certain banks and brokers, according to their individual policies.
The Company will
retain an independent tabulator to receive and tabulate the proxies.
If you submit proxy voting instructions
and direct how your shares will be voted, the individuals named as proxies will vote your shares in the manner you indicate. If you submit
proxy voting instructions but do not direct how your shares will be voted, the individuals named as proxies will vote your shares “FOR”
the election of the nominees for director.
It is not expected that any other matters
will be brought before the Annual General Meeting. If, however, other matters are properly presented, the individuals named as proxies
will vote in accordance with their discretion with respect to such matters.
A shareholder who has given a proxy
may revoke it at any time before it is exercised at the Annual General Meeting by:
| · | attending the Annual General Meeting and voting in person; |
| · | voting again by the Internet or telephone (only the
last vote cast by each shareholder of record will be counted), provided that the shareholder does so before 11:59 p.m. Eastern Daylight
Time on June 24, 2024); |
| · | delivering a written notice, at the address given
below, bearing a date later than that indicated on the proxy card or the date you voted by Internet or telephone, but prior to the date
of the Annual General Meeting, stating that the proxy is revoked; or |
| · | signing and delivering a subsequently dated proxy card prior to the vote
at the Annual General Meeting. |
You should send any written notice or new proxy
card to Vote Processing, c/o Broadridge, at 51 Mercedes Way, Edgewood, New York 11717.
If you are a registered holder, you may request a new proxy card by
calling Broadridge at 1-800-690-6903 or visit http:// www.proxyvote.com to submit a request online.
Any shareholder owning shares in street
name may change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the Class A ordinary shares
or by obtaining a legal proxy from such bank or brokerage firm and voting in person at the Annual General Meeting. Your last vote, prior
to or at the Annual General Meeting, is the vote that will be counted.
Attendance at the Annual General Meeting
Only shareholders or their legal proxy
holders are invited to attend the Annual General Meeting. To be admitted to the Annual General Meeting, you will first need to pre-register
your contact details via email to IR@manutd.co.uk. Please include your cell phone number. When you attend the AGM, please remember
to bring a form of photo identification (such as a driver’s license or passport), and if you hold your Class A ordinary shares
in street name you must also bring valid proof of ownership of our Class A ordinary shares or a valid legal proxy. If you are a shareholder
of record, you will be admitted to the meeting only if we are able to verify your shareholder status by checking your name against the
list of registered shareholders on the Record Date. If you hold your Class A ordinary shares in street name through a bank or brokerage
firm, a brokerage statement reflecting your ownership as of the Record Date or a letter from a bank or broker is sufficient proof of
ownership to be admitted to the meeting.
No cameras, recording equipment, electronic
devices (including cell phones) or large bags, briefcases or packages will be permitted in the Annual General Meeting. Attendees may be
asked to pass through security prior to entering the Annual General Meeting.
Representatives of PricewaterhouseCoopers
LLP, the Company’s independent registered public accounting firm, may attend the Annual General Meeting along with certain members
of management of the Company and outside counsel.
Solicitation of Proxies
We will pay the cost of soliciting
proxies for the Annual General Meeting. We may solicit by mail, telephone, personal contact and electronic means and arrangements are
made with brokerage houses and other custodians, nominees and fiduciaries to send the Notices, and if requested, other proxy materials,
to beneficial owners. Upon request, we will reimburse them for their reasonable expenses. In addition, our directors, officers and employees
may solicit proxies, either in-person or by telephone, facsimile or written or electronic mail (without additional compensation). Shareholders
are encouraged to return their proxies promptly.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
Board Composition and Election of Directors
Our Board of Directors has nominated the following
ten (10) individuals as nominees for election as members of our Board of Directors at the Annual General Meeting, to serve one-year terms:
Each of these nominees currently serves as a member
of our Board of Directors.
The management of our Company is vested in the
Board of Directors. Our Articles provide that our Board of Directors must be composed of at least one member, and that the total number
is to be fixed by resolution of the shareholders. Members of our Board of Directors are elected each year for one-year terms by shareholders
permitted to exercise more than 50% of the voting power capable of being exercised at any annual general meeting. Members of our Board
of Directors may also be appointed, removed and/or replaced by an ordinary resolution of the shareholders or by written notice delivered
to the Company from time to time by shareholders permitted to exercise more than 50% of the voting power capable of being exercised at
any general meeting, to serve until the next annual general meeting.
The following table lists each of our
nominees for the Board of Directors, and their respective ages and current positions with the Company:
| Name | |
Age | |
Position |
| Avram Glazer | |
63 | |
Executive Co-Chairman and Director |
| Joel Glazer | |
57 | |
Executive Co-Chairman and Director |
| Kevin Glazer | |
62 | |
Director |
| Bryan Glazer | |
59 | |
Director |
| Darcie Glazer Kassewitz | |
55 | |
Director |
| Edward Glazer | |
54 | |
Director |
| Rob Nevin | |
65 | |
Director |
| John Reece | |
67 | |
Director |
| Robert Leitão | |
60 | |
Independent Director |
| John Hooks | |
67 | |
Independent Director |
The following is a brief biography of each of
our nominees to the Board of Directors:
Avram Glazer, aged 63,
is Executive Co-Chairman and a Director of the Company. He is currently a director of Red Football Limited and Co-Chairman of Manchester
United Limited. Mr. Glazer currently serves as Chairman of the Board of Directors of Innovate Corp. Mr. Glazer previously served as President
and Chief Executive Officer of Zapata Corporation, a US public company from March 1995 to July 2009 and Chairman of the board of Zapata
Corporation from March 2002 to July 2009. Mr. Glazer received a business degree from Washington University in St. Louis in 1982. He received
a law degree from American University, Washington College of Law in 1985.
Joel Glazer, aged 57, is
Executive Co-Chairman and a Director of the Company. He is currently a director of Red Football Limited and Co-Chairman of Manchester
United Limited. Mr. Glazer is Co-Chairman of the Tampa Bay Buccaneers, Chairman of the NFL International Committee, as well as a member
of the Finance, Media, Legalized Sports Betting Committees, and the NFL Management Council Executive Committee. Mr. Glazer graduated from
American University in Washington, D.C., in 1989 with a bachelor’s degree.
Kevin
Glazer, aged 62, is a Director of the Company. He is currently a director of Red
Football Limited and a director of Manchester United Limited. He is currently the Chairman of Glazer Properties. Mr. Glazer graduated
from Ithaca College in 1984 with a Bachelor of Arts degree.
Bryan
Glazer, aged 59, is a Director of the Company. He is currently a director of Red Football
Limited and Manchester United Limited. He is the Co-Chairman of the Tampa Bay Buccaneers and serves on the NFL’s O&O Committee.
Mr. Glazer serves on the board of directors of the Glazer Children’s Museum. He received a bachelor’s degree from the American
University in Washington, D.C., in 1986 and received his law degree from Whittier College School of Law in 1989.
Darcie
Glazer Kassewitz, aged 55, is a Director of the Company. She is currently a director
of Red Football Limited. Ms. Glazer Kassewitz is an Owner and President of the Tampa Bay Buccaneers Foundation, President of the Glazer
Vision Foundation and President of the Glazer Family Foundation. Ms. Glazer Kassewitz is a member of the NFL Diversity, Equity and Inclusion
Committee. She graduated cum laude from the American University in 1990 and received a law degree in 1993 from Suffolk Law School.
Edward
Glazer, aged 54, is a Director of the Company. He is currently a non-executive director
of Red Football Limited. He is Co-Chairman of the Tampa Bay Buccaneers and Chairman of US Property Trust and US Auto Trust. Mr. Glazer
received a bachelor's degree from Ithaca College in 1992.
Rob Nevin, aged
65, is a Director of the Company. He is currently Chairman of INEOS’ Nitriles, Phenol, Acetyls and Inovyn businesses. Rob joined
INEOS from BP in 2005 where he held a number senior engineering, commercial and general management roles. He has subsequently held various
Chairman and CEO roles across the INEOS Group. Rob is Chairman of INEOS Sport with oversight of the INEOS sports portfolio.
John Reece, aged
67, is a Director of the Company. He is currently a co-owner of INEOS. He initially joined INEOS as Finance Director in 2000. Prior to
joining INEOS, he was a partner with PricewaterhouseCoopers, where he advised companies in the chemicals industry.
Robert Leitão, aged 60, is an
Independent Director of the Company. Mr. Leitão is Managing Partner of Rothschild & Co Gestion, the top holding company
of the Rothschild & Co Group, and Co-Chairman of the Rothschild & Co Group Executive Committee. He is also Head of
Rothschild & Co’s Global Advisory business, worldwide, and Chief Executive of NM Rothschild & Sons. During his 30 year
career as a senior Mergers & Acquisitions banker and capital markets expert, Mr. Leitão has advised clients on more than
200 transactions around the world. Prior to joining Rothschild & Co in 1998, Mr. Leitão was a Director and Head of UK
M&A at Morgan Grenfell & Co. Limited. He graduated with a degree in Engineering from Imperial College, London, and qualified
as a Chartered Accountant with Peat Marwick Mitchell & Co (KPMG). Mr Leitão also serves as a Member of the Advisory Board
of Lowy Family Partners, the private investment business and family office of the Lowy family; Chairman of the not-for-profit
digital charity box, Pennies Foundation; and a Member of the Advisory Board of the charity, Centre of Entrepreneurs.
John Hooks, aged 67, is an Independent
Director of the Company. He has been in the luxury fashion industry for over 40 years and has held positions in some of the sector's most
influential companies. After graduating from Oxford University, he entered the fashion industry through Gruppo Finanziario Tessile (GFT)
in Turin, Italy. For three years he was commercial director for the prêt-à-porter collection of Valentino. From 1988 to 1994,
based in Hong Kong, he was responsible for the establishment of GFT's regional subsidiaries in Japan, South Korea, Taiwan, Hong Kong,
Australia as well as in mainland China (in 1988, the first major foreign fashion company to establish a direct presence in that country).
From 1995 to 2000 he was Commercial and Retail Director of Jil Sander in Hamburg, Germany. In 2000, Mr. Hooks joined Giorgio Armani as
Group Commercial and Marketing Director, considerably expanding the company's global wholesale and retail network. He was subsequently
appointed Deputy Chairman of the Giorgio Armani Group. From 2011 to 2014 he was Group President of Ralph Lauren Europe and the Middle
East. Mr. Hooks is currently CEO of Pacific Global Management (PGM). He is also on the board of Miroglio Fashion and is a senior advisor
to McKinsey & Company.
Messrs. Leitão and Hooks satisfy the “independence”
requirements of Rule 10A-3 of the Exchange Act and the NYSE rules. Each of Messrs. Leitão and Hooks serve on our Audit Committee.
Mr. Leitão serves as the Chairman of the Audit Committee and qualifies as an “audit committee financial expert” under
the rules of the SEC implementing Section 407 of the Sarbanes-Oxley Act.
Our Board of Directors has no
reason to believe that any of the nominees listed above would be unable to serve as a director of the Company. If, however, any nominee
were to become unable to serve as a director, the proxy holders will have discretionary authority to vote for a substitute nominee. Unless
contrary voting instructions are provided, the persons named as proxies will vote “FOR” the election of the above nominated
individuals.
Vote Required and Board Recommendation
If a quorum is present, directors are elected
by a simple majority vote of all votes cast at the Annual General Meeting. Abstentions and broker non-votes will have no effect on the
vote.
Our Board of Directors unanimously recommends
a vote “FOR” the election of the ten (10) nominees named above. Unless contrary voting instructions are provided, the persons
named as proxies will vote “FOR” the election of the ten (10) nominees named above to hold office as directors until the 2025
Annual General Meeting of shareholders and until the election and qualification of their respective successors in office.
SHAREHOLDER COMMUNICATIONS
Shareholders and interested
parties may contact any of the Company’s directors, including the Chairman, the non-management directors as a group, the chair of
any committee of the Board of Directors or any committee of the Board by writing them as follows:
Manchester United plc
Sir Matt Busby Way, Old Trafford,
Manchester, England, M16 0RA
Attn: Investor Relations
IR@manutd.co.uk
Concerns relating
to accounting, internal controls or auditing matters should be communicated to the Company through the Corporate Secretary and will be
handled in accordance with the procedures established by the Audit Committee with respect to such matters.
OTHER MATTERS
Our Board of Directors has no
knowledge of any other matters to be presented at the Annual General Meeting other than those described herein. If any other business
properly comes before the shareholders at the Annual General Meeting, however, it is intended that the proxy holders will vote on such
matters in accordance with their discretion.
ADDITIONAL INFORMATION
Copies of the 2023 Annual Report, which
includes audited financial statements, are being provided to shareholders of the Company with this Proxy Statement.
YOUR VOTE IS IMPORTANT. OUR BOARD
OF DIRECTORS URGES YOU TO VOTE VIA INTERNET, TELEPHONE OR BY MARKING, DATING, SIGNING AND RETURNING A PROXY CARD.
Manchester, United Kingdom
May 28, 2024
Exhibit 99.2
| Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
V52588-P08932
1b. Joel Glazer
1a. Avram Glazer
1. Election of Directors
1e. Darcie Glazer Kassewitz
1c. Kevin Glazer
1d. Bryan Glazer
1h. John Reece
1j. John Hooks
1f. Edward Glazer
1g. Rob Nevin
1i. Robert Leitão
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
! ! !
Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name by authorized officer.
MANCHESTER UNITED PLC
The Board of Directors recommends you vote FOR
the following:
MANCHESTER UNITED PLC
C/O WOODS, OVIATT & GILMAN LLP
1900 BAUSCH & LOMB PLACE
ROCHESTER, NY 14604
Nominees: For Against Abstain
NOTE: Such other business as may properly come
before the meeting or any adjournment thereof.
VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information.
Vote by 11:59 p.m. Eastern Time on June 24, 2024 for shares held directly and by 11:59 p.m.
Eastern Time on June 20, 2024 for shares held in a Plan. Have your proxy card in hand when
you access the web site and follow the instructions to obtain your records and to create an
electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can
consent to receiving all future proxy statements, proxy cards and annual reports electronically via
e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to
vote using the Internet and, when prompted, indicate that you agree to receive or access proxy
materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m.
Eastern Time on June 24, 2024 for shares held directly and by 11:59 p.m. Eastern Time on
June 20, 2024 for shares held in a Plan. Have your proxy card in hand when you call and then
follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided
or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
SCAN TO
VIEW MATERIALS & VOTEw |
| Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
V52589-P08932
MANCHESTER UNITED PLC
Annual Meeting of Shareholders
June 25, 2024 3:30 PM
This proxy is solicited by the Board of Directors
The undersigned hereby appoints Jean-Claude Blanc, Roger Bell, Mitchell Nusbaum and Christopher Rodi, and each of them,
with full power of substitution and power to act alone, as proxies to vote all the Class A Ordinary Shares and/or Class B Ordinary
Shares which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Shareholders
of Manchester United PLC, to be held on June 25, 2024 at 3:30 PM EDT, in the offices of Woods Oviatt Gilman LLP, located at
1900 Bausch and Lomb Place, Legacy Tower, Rochester, NY 14604, and at any adjournments or postponements thereof.
This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this
proxy will be voted in accordance with the Board of Directors' recommendations.
Continued and to be signed on reverse side |
Exhibit 99.3
| Your Vote Counts!
MANCHESTER UNITED PLC
C/O WOODS, OVIATT & GILMAN LLP
1900 BAUSCH & LOMB PLACE
ROCHESTER, NY 14604
MANCHESTER UNITED PLC
Vote in Person at the Meeting*
June 25, 2024
3:30 PM EDT
In the offices of Woods Oviatt Gilman LLP
1900 Bausch and Lomb Place, Legacy Tower
Rochester, NY 14604
*Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Smartphone users
Point your camera here and
vote without entering a
control number
For complete information and to vote, visit www.ProxyVote.com
Control #
V52591-P08932
You invested in MANCHESTER UNITED PLC and it’s time to vote!
You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the
availability of proxy materials for the shareholder meeting to be held on June 25, 2024.
Get informed before you vote
View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by
requesting prior to June 11, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings,
you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an
email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a
paper or email copy.
2024 Annual Meeting
Vote by June 24, 2024 11:59 PM ET. For shares held in a
Plan, vote by June 20, 2024 11:59 PM ET. |
| THIS IS NOT A VOTABLE BALLOT
This is an overview of the proposals being presented at the
upcoming shareholder meeting. Please follow the instructions on
the reverse side to vote these important matters.
Vote at www.ProxyVote.com
Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”.
V52592-P08932
Voting Items
Board
Recommends
1. Election of Directors
Nominees:
1a. Avram Glazer For
1b. Joel Glazer For
1c. Kevin Glazer For
1d. Bryan Glazer For
1e. Darcie Glazer Kassewitz For
1f. Edward Glazer For
1g. Rob Nevin For
1h. John Reece For
1i. Robert Leitão For
1j. John Hooks For
NOTE: Such other business as may properly come before the meeting or any adjournment thereof. |
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