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
December 5, 2022
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 x Form 40-F ¨
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): ¨
This
Report on Form 6-K contains a Stock Exchange Announcement dated 5 December 2022 entitled ‘VODAFONE GROUP CHIEF EXECUTIVE
TO STEP DOWN AND APPOINTMENT OF INTERIM GROUP CHIEF EXECUTIVE’.
RNS
Number : 5212I
Vodafone
Group Plc
05
December 2022
THIS
ANNOUNCEMENT CONTAINS INSIDE INFORMATION
VODAFONE
GROUP CHIEF EXECUTIVE TO STEP DOWN AND APPOINTMENT OF INTERIM GROUP CHIEF EXECUTIVE
5
December 2022
Vodafone
Group Plc ("Vodafone") announces that Nick Read has agreed with the Board that he will step down as Group Chief Executive and
as a Director of Vodafone on 31 December 2022, following which he will be available as an adviser to the Board until 31 March 2023.
Margherita
Della Valle has been appointed interim Group Chief Executive. She will accelerate the execution of the Company's strategy to improve
operational performance and deliver shareholder value. In addition to being appointed interim Group Chief Executive, Margherita
Della Valle will also continue as Group Chief Financial Officer. The Board has initiated a process to find a new Group Chief Executive.
Jean-François
van Boxmeer, Chairman of Vodafone, said: "On behalf of the Board, I would like to thank Nick for his commitment
and significant contribution to Vodafone as Group Chief Executive and throughout his career spanning more than two decades with the Company.
During
his four years as CEO, he led Vodafone through the pandemic, ensuring that our customers remained connected with their families and businesses.
He has focused Vodafone in Europe and Africa as a converged connectivity provider and led the industry in Europe in unlocking value from
tower infrastructure.
Margherita
has recently been taking a broader operational role within the Company and the Board fully supports her as interim Group Chief Executive."
Nick
Read, Group Chief Executive said: "It has been a privilege to spend over 20 years of my career at Vodafone and I am
proud of what we have delivered for customers and society across Europe and Africa. I agreed with the Board that now is the right moment
to hand over to a new leader who can build on Vodafone's strengths and capture the significant opportunities ahead".
Supplementary
information relating to the remuneration arrangements for Nick Read and Margherita Della Valle appears below.
Person
responsible
The
person responsible for arranging the release of this announcement on behalf of Vodafone is Rosemary Martin, Group General Counsel and
Company Secretary (Tel: +44 (0)1635 33251).
For
more information, please contact:
Investor
Relations |
Media
Relations |
|
|
Investors.vodafone.com |
Vodafone.com/media/contact |
ir@vodafone.co.uk |
GroupMedia@vodafone.com |
Registered
Office: Vodafone House, The Connection, Newbury, Berkshire RG14 2FN, England. Registered in England No. 1833679
Supplementary
information
Interim
Group Chief Executive Remuneration
Margherita
Della Valle's remuneration as Interim Group Chief Executive and Group Chief Financial Officer will be as follows:
• Base
salary - £1,081,500 per annum, aligned with Nick Read's current base salary.
• Bonus
- Maximum of 200% of base. No change from her current position.
• LTIP
- Maximum of 500% of base, in line with Nick's current award level. Margherita will also receive a top up GLTI award in February 2023
to reflect the change in her status.
• Pension
- 10% of base as an allowance. No change from her current position.
• Car
allowance - £19,200, no change to her current position.
All
remuneration arrangements are consistent with the terms of the Directors' Remuneration Policy approved by shareholders at the AGM in
July 2020. Further detail will be set out in the 2023 Directors' Remuneration Report.
Remuneration
arrangements relating to Nick Read
The
following information is provided in accordance with section 430(2B) of the Companies Act 2006:
Salary
and benefits
Nick
Read will receive his salary and benefits during the remainder of his employment (to 31 March 2023) and thereafter will receive
an amount in lieu of his salary, and continued participation in the Vodafone Group Private Medical Plan, during the remainder of his
twelve-month notice period. Payments will be made in monthly instalments, subject to any mitigation in accordance with the service contract,
until 5 December 2023, when his notice period would otherwise have ended.
Annual
Bonus ("GSTIP")
Nick
Read will remain eligible for a bonus in respect of the 2023 financial year, subject to satisfaction of performance conditions. Any bonus
payable in respect of the 2023 financial year will be paid in June 2023 or otherwise at the same time as payment of the award to
the directors of Vodafone.
Global
Long Term Incentive ("GLTI")
Nick
Read's outstanding 2021, 2022 & 2023 GLTI awards (as disclosed under previous RNS announcements by Vodafone and in its latest
Remuneration Report) will, subject to pro-rating for time and to satisfaction of the applicable performance targets, vest on their normal
vesting dates in accordance with Vodafone's shareholder approved remuneration policy. Nick Read will also receive a cash payment equivalent
in value to the dividends that would have been paid during the vesting period on any shares that vest.
Sharesave
Plan
Nick
Read has 30,790 outstanding options held under the all-employee Sharesave plan, 8,438 of which became exercisable on 1 September 2022
and may be exercised on or before 1 March 2023.
Professional
costs
Nick
Read will receive a contribution of up to £7,000 (excluding VAT) towards legal fees incurred in connection with his departure and
be entitled to outplacement support up to £50,000 (excluding VAT) paid directly to the supplier.
Further
information
The
details set out above are in accordance with the terms of the Directors' Remuneration Policy, approved by shareholders at the 2020 Annual
General Meeting on 28 July 2020.
Remuneration
details relating to Nick Read, including the information on the vesting of any outstanding awards detailed above and any payments relating
to dividends in respect of them, will be included in the 2023 Directors' Remuneration Report.
In
accordance with section 430(2B) of the Companies Act 2006, the information contained in this document will be made available on Vodafone's
website until Vodafone's 2023 Annual Report is made available.
-
ends -
About
Vodafone
Unique
in its scale as the largest pan-European and African technology communications company, Vodafone transforms the way we live and work
through its innovation, technology, connectivity, platforms, products and services.
Vodafone
operates mobile and fixed networks in 22 countries, and partners with mobile networks in 47 more. As of 30 June 2022, we had over
300 million mobile customers, more than 28 million fixed broadband customers and 22 million TV customers. Vodafone is a world leader
in the Internet of Things ("IoT"), connecting around 160 million devices and platforms.
We
have revolutionised fintech in Africa through M-Pesa, which celebrates its 15th anniversary in 2022. It is the region's
largest fintech platform, providing access to financial services for more than 50 million people in a secure, affordable and convenient
way.
Our
purpose is to connect for a better future by using technology to improve lives, digitalise critical sectors and enable inclusive and
sustainable digital societies.
We
are committed to reducing our environmental impact to reach net zero emissions across our full value chain by 2040, while helping our
customers reduce their own carbon emissions by 350 million tonnes by 2030. We are driving action to reduce device waste and achieve our
target to reuse, resell or recycle 100% of our network waste.
We
believe in the power of connectivity and digital services to improve society and economies, partnering with governments to digitalise
healthcare, education and agriculture and create cleaner, safer cities. Our products and services support the digitalisation of businesses,
particularly small and medium enterprises (SMEs).
Our
inclusion for all strategy seeks to ensure no-one is left behind through access to connectivity, digital skills and creating relevant
products and services such as access to education, healthcare and finance. We are also committed to developing a diverse and inclusive
workforce that reflects the customers and societies we serve.
For
more information, please visit http://www.vodafone.com, follow us on Twitter at @VodafoneGroup or connect with us on LinkedIn at http://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:
December 5, 2022 |
By: |
/s/
R E S MARTIN |
|
Name: |
Rosemary
E S Martin |
|
Title: |
Group
General Counsel and Company Secretary |
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