Last checked at 9 May 2017 18:00
RIGHTMOVE PLC - Section 430(2B) Companies Act StatementRIGHTMOVE PLC - Section 430(2B) Companies Act Statement
PR Newswire
London, May 9
9 May 2017
RIGHTMOVE PLC (‘RIGHTMOVE’ or ‘THE COMPANY’)
SECTION 430(2B) COMPANIES ACT 2006 STATEMENT – NICK MCKITTRICK
Following the announcement on 24 February 2017, Rightmove confirms that Nick McKittrick (Nick) has today stepped down from the Board as Chief Executive Officer and will retire from Rightmove on 30 June 2017.
All payments as described below are in line with the Company’s stated Remuneration Policy for (published in the 2016 Annual Report), and approved by shareholders at the 2017 AGM held today.
The arrangements below were carefully considered by the Remuneration Committee in consultation with its advisor New Bridge Street, and reflect the fact that Nick has been determined to be a “good leaver” by the Committee.
Salary and benefits
Nick will be available to support the new Chief Executive Officer, Peter Brooks-Johnson, until his leaving date of 30 June 2017 to ensure a smooth transition. He will continue to receive his base salary and other contractual benefits, including health and medical insurance for that period at the level set out in the Company’s 2016 Annual Report. No payment will be made in lieu of any unexpired period of notice.
2016 Annual bonus and Deferred Share Bonus
Nick was employed for the full financial year ended 31 December 2016 and is entitled to participate Rightmove’s annual bonus plan.
On 1 March 2017, the Remuneration Committee agreed that a bonus award of 92% (after consideration of the relevant performance criteria) of the maximum award would be made to Nick, in line with the other executive directors, equating to:
a cash bonus of 46% of basic salary; and
a deferred share bonus award of 69% of basic salary.
Nick will not be eligible to participate in the annual bonus plan for 2017.
Share-based incentives
Rightmove Performance Share Plan (‘PSP’)
Nick will be treated as a good leaver and, in accordance with our Policy, unvested PSP awards will be pro-rated to 30 June 2017 (his leaving date) and vest on the original vesting dates, subject to the achievement of TSR and EPS performance criteria. These awards will be exercisable for 12 months from the original vesting dates. PSP awards which have already vested but remain unexercised will be exercisable until 30 June 2018, being 12 months from Nick’s leaving date.
Details of unexercised PSP awards (based on the maximum possible vesting if EPS and TSR performance conditions are fully met) are set out in the table below:
| Award Date | Performance Period | Normal Vesting Date | Award (number of shares) | Pro-rated award (number of shares) |
|---|---|---|---|---|
| 8 March 2013 | 1 January 2013 to 31 December 2015 | 8 March 2016 | 33,465(i) | 33,465(i) |
| 3 March 2014 | 1 January 2014 to 31 December 2016 | 3 March 2017 | 31,070(ii) | 31,070(ii) |
| 2 March 2015 | 1 January 2015 to 31 December 2017 | 2 March 2018 | 29,321 | 22,805(iii) |
| 1 March 2016 | 1 January 2016 to 31 December 2018 | 1 March 2018 | 21,912 | 9,739(iii) |
No pro-rating applies; includes rolled up dividend of 1,186 shares.
No pro-rating applies; includes rolled up dividend of 1,052 shares.
Pro-rated to 30 June 2017 and subject to TSR and EPS related performance conditions.Dividend roll-up to be approved by the Remuneration Committee on vesting.
Rightmove Deferred Share Bonus Plan (‘DSP’)
In accordance with our Policy, DSP awards granted in respect of prior years’ performance will remain capable of vesting in full and therefore:
Nick’s vested but unexercised DSP awards will be exercisable for 12 months from 30 June 2017; and unvested DSP awards will vest on the original vesting dates and be exercisable for 12 months from vesting.| Award Date | Performance Period | Normal Vesting Date | Award (number of shares) |
|---|---|---|---|
| 2 March 2015 | 1 January 2014 to 31 December 2014 | 2 March 2017 | 7,546 |
| 1 March 2016 | 1 January 2015 to 31 December 2015 | 1 March 2018 | 7,901 |
| 1 March 2017 | 1 January 2016 to 31 December 2016 | 1 March 2019 | 7,333 |
Rightmove Sharesave Plan (‘SAYE)
Nick’s outstanding options under the all-employee SAYE will be treated in accordance with the terms of the plan rules.
The relevant remuneration details relating to Nick McKittrick will be included in the Directors' Remuneration Report in the Annual Report and Accounts for the year ending 31 December 2017.
In accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on the Company's website until the Company's next Directors' Remuneration Report is made available.
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Contact:
Sandra OdellCompany SecretaryTelephone: 01908 712058
Peter WilliamsRemuneration Committee ChairmanTelephone: 01908 712058