FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of May
HSBC Holdings plc
42nd
Floor, 8 Canada Square, London E14 5HQ, England
(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
The following is the text of an announcement
released to The Stock Exchange of Hong Kong Limited on 9 May 2025
pursuant to rules 17.06A, 17.06B and 17.06C of the Rules Governing
the Listing of Securities on The Stock Exchange of Hong Kong
Limited:
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
document, make no representation as to its accuracy or completeness
and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of
the contents of this document.
9
May 2025
(Hong
Kong Stock Code: 5)
HSBC HOLDINGS PLC
GRANT OF CONDITIONAL AWARDS
This
announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of
the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited.
On 7
May 2025, HSBC Holdings plc (the "Company") granted conditional awards
("Awards")
to directors, employees and former employees to subscribe for a
total of 2,936,123 ordinary shares of US$0.50 each of the Company
("Shares") under the HSBC Share Plan 2011 (the
"Plan").
The
following are the details of the grants:
Grants to
Directors:
|
Name of
grantee
|
Georges
Elhedery
|
|
|
Relationship
between the grantee and the Company
|
Director of the
Company
|
|
|
Number
of shares under Awards
|
1,367,880
|
|
|
Closing
market price of the ordinary shares on the London Stock Exchange on
the date of grant
|
GBP
8.432
|
|
|
Purchase price of
Awards granted
|
GBP 0
|
|
|
Vesting
period of the Awards
|
The
2025-2027 Long Term Incentive ("LTI") award will, subject to the
performance outcome, vest in five equal annual instalments starting
from the third anniversary of the grant date. Upon each vesting, a
12-month retention period applies.
|
|
|
Performance Targets
and Clawback
|
The LTI
award is subject to the following performance conditions as
detailed in the Directors Remuneration Report in the Annual Report
and Accounts 2024:
|
|
|
Measure
|
Weighting
|
|
|
RoTE
with CET1 underpin
|
40%
|
|
|
Environment
|
20%
|
|
|
Relative
TSR
|
40%
|
|
|
Clawback applies to
the Plan Awards in line with the Company's regulatory obligations
as set out in the Company's internal clawback policy.
|
||
|
Arrangements for
the Company or a subsidiary to provide financial assistance to the
grantees
|
None
|
|
|
|
||
|
Name of
grantee
|
Manveen
(Pam) Kaur
|
|
|
Relationship
between the grantee and the Company
|
Director of the
Company
|
|
|
Number
of shares under Awards
|
797,930
|
|
|
Closing
market price of the ordinary shares on the London Stock Exchange on
the date of grant
|
GBP
8.432
|
|
|
Purchase price of
Awards granted
|
GBP
0
|
|
|
Vesting
period of the Awards
|
The
2025-2027 Long Term Incentive ("LTI") award will, subject to the
performance outcome, vest in five equal annual instalments starting
from the third anniversary of the grant date. Upon each vesting, a
12-month retention period applies.
|
|
|
Performance Targets
and Clawback
|
The LTI
award is subject to the following performance conditions as
detailed in the Directors Remuneration Report in the Annual Report
and Accounts 2024:
|
|
|
Measure
|
Weighting
|
|
|
RoTE
with CET1 underpin
|
40%
|
|
|
Environment
|
20%
|
|
|
Relative
TSR
|
40%
|
|
|
Clawback applies to
the Plan Awards in line with the Company's regulatory obligations
as set out in the Company's internal clawback policy.
|
||
|
Arrangements for
the Company or a subsidiary to provide financial assistance to the
grantees
|
None
|
|
|
Grants to other
grantees:
|
|
|
Category of
grantee
|
Employees and
former employees
|
|
Number
of shares under Awards
|
770,313
|
|
Closing
market price of the ordinary shares on the London Stock Exchange on
the date of grant
|
GBP 8.432
|
|
Purchase price of
Awards granted
|
GBP 0
|
|
Vesting
period of the Awards
|
Under
the HSBC Group-wide deferral policy, vesting occurs over a three
year period with 33% vesting on the first and second anniversaries
of grant and 34% on the third anniversary.
Group
and local Material Risk Takers may be subject to longer vesting
periods of up to seven years, as required under the relevant
remuneration regulations. Awards may be subject to a six- or
12-month retention period following vesting.
Immediately vested
share awards may be subject to a six- or 12-month retention period
following vesting.
The
Company views it as appropriate for the immediately vested share
awards to vest immediately and not to be subject to a vesting
period for two reasons:
1) The
immediately vested share award is a non-deferred portion of the
Material Risk Takers remuneration, which must be partly delivered
in shares to comply with UK regulation; each employee will also be
granted a deferred share award for which the vesting schedule is
noted above.
2) The
immediately vested share award is subject to a retention period of
six- or 12-months, during which time the shares cannot be
sold.
Fixed
Pay Allowance awards are delivered in immediately vested shares
subject to a retention period and released on a pro-rata basis over
5 years, starting from March 2026.
The
vesting period for buy-out awards for new hires generally mirror
those of the forfeited awards from the previous employer. Where the
forfeited award was subject to a post vesting retention period, a
retention period will be applied to the buy-out award.
|
|
Performance Targets
and Clawback
|
Certain
awards are subject to the completion of a strategically important
project.
Fixed
Pay Allowance awards are not subject to performance conditions as
they form part of Fixed Pay.
No
performance targets apply to any Plan Awards on the basis that the
Awards are a form of deferred bonus to meet regulatory requirements
in the UK. Performance targets instead attach to the initial award
of the Variable Pay.
Buy-out
awards are subject to clawback where the forfeited award of the
relevant employee's former employer was subject to clawback. Where
the employee's forfeited award was not subject to clawback, no
clawback terms are applied to the replacement HSBC
award.
Clawback applies to
all other Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback
policy.
|
|
Arrangements for
the Company or a subsidiary to provide financial assistance to the
grantees
|
None
|
|
Number
of shares available for future grant under the plan
mandate
|
The
Plan is subject to two limits on the number of Shares committed to
be issued under all Plan Awards:
1. 10%
of the ordinary share capital of the Company in issue immediately
before that day, less the number of Shares which have been issued,
or may be issued, to satisfy Awards under the Plan, or options or
awards under any other employee share plan operated by the Company
granted in the previous 10 years. The number of Shares available to
issue under this limit is 1,022,531,483.
2. 5%
of the ordinary share capital of the Company in issue immediately
before that day, less the number of Shares which have been issued,
or may be issued, to satisfy Awards under the Plan. The number of
Shares available to issue under this limit is
295,298,854.
|
For
and on behalf of
HSBC Holdings plc
Aileen Taylor
Company
Secretary
The Board of Directors of HSBC
Holdings plc as at the date of this announcement comprises: Sir
Mark Edward Tucker*, Georges Bahjat Elhedery, Geraldine Joyce
Buckingham†, Rachel Duan†, Dame Carolyn Julie
Fairbairn†, James Anthony
Forese†, Ann Frances
Godbehere†, Steven Craig
Guggenheimer†, Manveen (Pam) Kaur, Dr
José Antonio Meade Kuribreña†, Kalpana Jaisingh
Morparia†, Eileen K
Murray†, Brendan Robert
Nelson† and Swee Lian
Teo†.
* Non-executive
Group Chairman
† Independent
non-executive Director
HSBC Holdings plc
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ,
United Kingdom Web: www.hsbc.com
Incorporated in England and Wales with limited
liability. Registration number 617987
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.
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HSBC
Holdings plc
|
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By:
|
|
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Name:
Aileen Taylor
|
|
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Title:
Group Company Secretary and Chief Governance Officer
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Date:
09 May 2025
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