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690338e | 1 | {"doc_id": "2e5f83b8ab7300d41d05f6c197afe5cf", "text": "6-K 1 a2323w.htm OVERSEAS REGULATORY ANNOUNCEMENT - GRANT OF AWARDS a2323w 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\nmonth of March HSBC Holdings plc 8\nCanada Square, London E14 5HQ, England (Indicate\nby check mark whether the registrant files or will file annual\nreports under cover of Form 20-F or\nForm 40-F). Form\n20-F X Form 40-F The\nfollowing is the text of an announcement released to The Stock\nExchange of Hong Kong Limited on 11 March 2026 pursuant\nto rules 17.06A, 17.06B and 17.06C of the Rules Governing the\nListing of Securities on The Stock Exchange of Hong Kong\nLimited: Hong Kong Exchanges and Clearing Limited and The Stock Exchange of\nHong Kong Limited take no responsibility for the contents of this\ndocument, make no representation as to its accuracy or completeness\nand expressly disclaim any liability whatsoever for any loss\nhowsoever arising from or in reliance upon the whole or any part of\nthe contents of this document. 11\nMarch 2026 (Hong\nKong Stock Code: 5) HSBC HOLDINGS PLC GRANT OF CONDITIONAL AWARDS This\nannouncement is made pursuant to Rules 17.06A, 17.06B and 17.06C of\nthe Rules Governing the Listing of Securities on The Stock Exchange\nof Hong Kong Limited. On 9 March 2026, HSBC Holdings plc (the\n\" Company \") granted conditional awards\n(\" Awards \")\nto directors, employees and former employees to subscribe for a\ntotal of 35,019,686 ordinary shares of US$0.50 each of the Company\n(\" Shares \") under the HSBC Share Plan 2011 (the\n\" Plan \"). The\nfollowing are the details of the grants: Grants to\nDirectors : Name\nof grantee Georges\nElhedery Relationship\nbetween the grantee and the Company Director\nof the Company Number\nof shares under Awards 842,628 Closing\nmarket price of the ordinary shares on the London Stock Exchange on\nthe date of grant GBP\n12.51 Purchase\nprice of Awards granted GBP\n0 Vesting\nperiod of the Awards As\ndisclosed in the Directors Remuneration Report in the Annual Report\nand Accounts 2025, two awards have been granted to Georges\nElhedery: 50%\nof the 2025 annual incentive award is delivered in immediately\nvested shares subject to a retention period of 12\nmonths. The\n2026-2028 Long Term Incentive (\"LTI\") award will, subject to the\nperformance outcome, vest in five equal instalments starting from\nthe third anniversary of the grant date. Upon each vesting, a\n12-month retention period applies. The\nCompany views it as appropriate for the annual incentive award to\nvest immediately and not to be subject to a vesting period for two\nreasons: 1) \nThe annual incentive is a non-deferred portion of the Directors\nremuneration, which must be partly delivered in shares to comply\nwith UK regulation. 2) \nThe annual incentive share award is subject to a retention period\nof 12 months, during which time the Directors cannot sell the\nshares. Performance\nTargets and Clawback The\nimmediately vested shares are not subject to forward looking\nperformance conditions as they form part of the annual incentive\nfor which performance is measured over the preceding performance\nyear. The\nLTI award is subject to the following performance conditions as\ndetailed in the Directors Remuneration Report in the Annual Report\nand Accounts 2025: Measure Weighting Average\nReturn on Tangible Equity (\"RoTE\") with Common Equity Tier 1\n(\"CET1\") underpin 42.5% Environment 15% Relative Total\nShareholder Return (\"TSR\") 42.5% Clawback\napplies to the Plan Awards in line with the Company's regulatory\nobligations as set out in the Company's internal clawback\npolicy. Arrangements\nfor the Company or a subsidiary to provide financial assistance to\nthe grantees None Name\nof grantee Manveen\n(Pam) Kaur Relationship\nbetween the grantee and the Company Director\nof the Company Number\nof shares under Awards 491,419 Closing\nmarket price of the ordinary shares on the London Stock Exchange on\nthe date of grant GBP\n12.51 Purchase\nprice of Awards granted GBP\n0 Vesting\nperiod of the Awards As\ndisclosed in the Directors Remuneration Report in the Annual Report\nand Accounts 2025, two awards have been granted to Manveen (Pam)\nKaur: 50%\nof the 2025 annual incentive award is delivered in immediately\nvested shares subject to a retention period of 12\nmonths. The\n2026-2028 LTI award will, subject to the performance outcome, vest\nin five equal instalments starting from the third anniversary of\nthe grant date. Upon each vesting, a 12-month retention period\napplies. The\nCompany views it as appropriate for the annual incentive award to\nvest immediately and not to be subject to a vesting period for two\nreasons: 1) \nThe annual incentive is a non-deferred portion of the Directors\nremuneration, which must be partly delivered in shares to comply\nwith UK regulation. 2) \nThe annual incentive share award is subject to a retention period\nof 12 months, during which time the Directors cannot sell the\nshares. Performance\nTargets and Clawback The\nimmediately vested shares are not subject to forward looking\nperformance conditions as they form part of the annual incentive\nfor which performance is measured over the preceding performance\nyear. The\nLTI award is subject to the following performance conditions as\ndetailed in the Directors Remuneration Report in the Annual Report\nand Accounts 2025: Measure Weighting Average\nRoTE with CET1 underpin 42.5% Environment 15% Relative\nTSR 42.5% Clawback\napplies to the Plan Awards in line with the Company's regulatory\nobligations as set out in the Company's internal clawback\npolicy. Arrangements\nfor the Company or a subsidiary to provide financial assistance to\nthe grantees None Grants to other\ngrantees : Category\nof grantee Employees\nand former employees Number\nof shares under Awards 33,685,639 Closing\nmarket price of the ordinary shares on the London Stock Exchange on\nthe date of grant GBP\n12.51 Purchase\nprice of Awards granted GBP\n0 Vesting\nperiod of the Awards Under\nthe HSBC Group-wide deferral policy, vesting occurs over a three\nyear period with 33% vesting on the first and second anniversaries\nof grant and 34% on the third anniversary. Group\nand local Material Risk Takers may be subject to longer vesting\nperiods of up to five years, as required under the relevant\nremuneration regulations. Awards may be subject to a 12-month\nretention period following vesting. Immediately\nvested share awards may be subject to a 12-month retention period\nfollowing vesting. The\nCompany views it as appropriate for the immediately vested share\nawards to vest immediately and not to be subject to a vesting\nperiod for two reasons: 1) \nThe immediately vested share award is a non-deferred portion of the\nMaterial Risk Takers remuneration, which must be partly delivered\nin shares to comply with UK regulation; each employee will also be\ngranted a deferred share award for which the vesting schedule is\nnoted above. 2) \nThe immediately vested share award is subject to a retention period\nof 12-months, during which time the shares cannot be\nsold. The\nvesting period for retention awards will align to the completion of\nthe relevant project for which the Award was granted. Performance\nTargets and Clawback The\nGroup Operating Committee additionally participate in the 2026-2028\nLTI. The LTI award is subject to the following performance\nconditions as detailed in the Directors Remuneration Report in the\nAnnual Report and Accounts 2025: Measure Weighting Average\nRoTE with CET1 underpin 42.5% Environment 15% Relative\nTSR 42.5% Certain\nother awards are subject to the completion of a strategically\nimportant project. No\nperformance targets apply to any other Plan Awards on the basis\nthat the Awards are a form of deferred bonus to meet regulatory\nrequirements in the UK. Performance targets instead attach to the\ninitial award of the Variable Pay. Clawback\napplies to the Plan Awards in line with the Company's regulatory\nobligations as set out in the Company's internal clawback\npolicy. Arrangements\nfor the Company or a subsidiary to provide financial assistance to\nthe grantees None Number\nof shares available for future grant under the plan\nmandate The\nPlan is subject to two limits on the number of Shares committed to\nbe issued under all Plan Awards: 1. \n10% of the ordinary share capital of the Company in issue\nimmediately before that day, less the number of Shares which have\nbeen issued, or may be issued, to satisfy Awards under the Plan, or\noptions or awards under any other employee share plan operated by\nthe Company granted in the previous 10 years. The number of Shares\navailable to issue under this limit is 1,062,671,787. 2. \n5% of the ordinary share capital of the Company in issue\nimmediately before that day, less the number of Shares which have\nbeen issued, or may be issued, to satisfy Awards under the Plan.\nThe number of Shares available to issue under this limit is\n311,358,956. For\nand on behalf of HSBC Holdings plc Angela\nMcEntee Group\nCompany Secretary The Board of Directors of HSBC Holdings plc as at\nthe date of this announcement comprises: Brendan Robert Nelson*,\nGeorges Bahjat Elhedery, Geraldine Joyce\nBuckingham † , Wei Sun Christianson †, Rachel\nDuan † , Dame Carolyn Julie Fairbairn † , James Anthony Forese † , Ann Frances Godbehere † , Steven Craig Guggenheimer † , Manveen (Pam) Kaur, Dr José Antonio Meade\nKuribreña † , Kalpana Jaisingh Morparia † , Eileen K Murray † and Swee Lian Teo † . * Independent\nnon-executive Chairman † Independent\nnon-executive Director HSBC Holdings plc Registered Office and Group Head Office: 8 Canada Square, London E14 5HQ,\nUnited Kingdom Web: www.hsbc.com Incorporated in England and Wales with limited liability.\nRegistration number 617987 SIGNATURE Pursuant\nto the requirements of the Securities Exchange Act of 1934, the\nregistrant has duly caused this report to be signed on its behalf\nby the undersigned, thereunto duly authorized. HSBC\nHoldings plc By: Name:\nAngela McEntee Title:\nGroup Company Secretary Date:\n11 March 2026", "source": "edgar", "stratum": "edgar", "fetch_date": "", "url": "https://www.sec.gov/Archives/edgar/data/1089113/000165495426002124/a2323w.htm"} |