Sage Group PLC Disclosure under S. 430(2B) Companies Act 2006 (0955J)
07 Aprile 2020 - 4:00PM
UK Regulatory
TIDMSGE
RNS Number : 0955J
Sage Group PLC
07 April 2020
Disclosure under section 430(2B) Companies Act 2006
On 17 January 2020 The Sage Group plc ("Sage") announced that
Blair Crump, President and Executive Director, would retire on 31
March 2020. Mr Crump stood down from the Board at the Annual
General Meeting on 25 February 2020 and retired from his role as
President on 31 March 2020.
The appendix to this announcement sets out information on Mr
Crump's departure required to be disclosed pursuant to section
430(2B) of the Companies Act 2006.
Enquiries
The Sage Group plc +44 (0) 191 294 3457
James Sandford, Investor Relations
Rebecca Potgieter, Media
FTI Consulting +44 (0) 20 3727 1000
Charles Palmer
Dwight Burden
About Sage
Sage is the global market leader for technology that helps small
and medium businesses perform at their best. Sage is trusted by
millions of customers worldwide to deliver the best cloud
technology and support, with our partners, to manage finances,
operations, and people. We believe in doing everything we can to
help people be the best they can be, so the combined efforts of
13,000 Sage colleagues working with businesses and communities make
a real difference to the world.
Appendix
The following information is provided pursuant to section
430(2B) of the Companies Act 2006. The financial terms below have
been agreed with Mr Crump in connection with his announced
departure and are in line with Sage's Remuneration Policy which was
approved by the shareholders at the 2019 AGM.
The following arrangements will apply in respect of Mr Crump's
departure:
-- Mr Crump's termination date was 31 March 2020. Following this
date, Sage Software Inc. (the "Company") will continue to pay Mr
Crump a sum equal to his monthly base salary for a period of six
months. These payments will be made in biweekly instalments and
will be subject to deductions for mitigation.
-- Provided that Mr Crump meets certain eligibility requirements
under US law, the Company will pay Mr Crump a lump sum equal to six
months of Company contributions under the Company's health
plan.
-- The Company will pay the professional adviser costs incurred
by Mr Crump in connection with statutory tax filings for the tax
years in which he has tax liabilities on Company-related income.
These costs will only be covered by the Company to the extent that
they relate to Company-related tax liabilities. Additionally, the
Company will continue to tax-equalise that portion of Mr Crump's
Company-related remuneration that becomes subject to UK tax for
days on which he attended to Company matters from the Company's UK
offices.
-- The Company will make a contribution of up to a maximum of
USD10,000 (plus taxes) towards Mr Crump's legal fees incurred in
connection with the arrangements relating to his departure.
Other terms agreed with Mr Crump, which were the subject of
careful consideration by the Remuneration Committee, are as
follows:
-- Mr Crump will remain eligible to receive a bonus in respect
of the 2020 financial year, subject to the Remuneration Committee's
determination as to the achievement of any applicable financial and
personal performance conditions. Any bonus awarded to Mr Crump will
be pro-rated by reference to the period of the bonus year which had
elapsed by 31 March 2020 and will be paid in cash.
-- Mr Crump will be treated as a good leaver in respect of his
existing awards under Sage's Performance Share Plan (PSP) and
Deferred Share Bonus Plan (DSBP). He will be eligible to receive a
pro-rated proportion of the PSP awards granted during the 2018 and
2019 financial years that remained unvested as at 31 March 2020. Mr
Crump's PSP award granted in December 2019 will lapse given the
short period between its grant and his departure. The PSP awards
will be based on the number of days that Mr Crump was employed by
the Company during the relevant performance period. The DSBP award
will not be subject to time pro-rating. The awards will vest on
their normal vesting dates subject to the PSP and DSBP plan rules
and compliance with certain post-termination covenants.
Information on the vesting of the PSP and DSBP awards will be
disclosed in the relevant directors' remuneration reports following
vesting. Any awards which are currently subject to malus and
clawback provisions set out in the relevant plan rules and the
post-employment shareholding requirement set out in the 2019
Directors' Remuneration Report will continue to be subject to such
provisions.
The table below sets out the relevant number of shares under
each of Mr Crump's PSP and DSBP awards, along with date of grant
and date of vesting. In the case of the PSP, vesting (and therefore
future value) is subject to the achievement of applicable
stretching performance conditions. The DSBP awards relate to
deferred bonuses already earned for previous performance years.
Number of Vesting date
shares under (release date
Type of award Grant date award where different)
PSP award
PSP 07/12/2017 171,814 07/12/2020
---------- ------------- -----------------
PSP 28/02/2019 190,027 04/12/2021
(04/12/2023)
---------- ------------- -----------------
DSBP awards
DSBP 02/12/2019 38,558 02/12/2022
---------- ------------- -----------------
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END
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