REG-Rightmove Plc: Section 430(2B) Companies Act Statement <Origin Href="QuoteRef">RMV.L</Origin>

RightmoveAnnouncement

09/05/2017 18:00

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:
1.
a cash bonus of 46% of basic salary; and
2.
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                 Pro-rated award (number of shares)  
                                                                                       (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))                        
1.
No pro-rating applies; includes rolled up dividend of 1,186 shares.
2.
No pro-rating applies; includes rolled up dividend of 1,052 shares.
3.
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.

-Ends-

Contact:

Sandra Odell
Company Secretary
Telephone: 01908 712058

Peter Williams
Remuneration Committee Chairman
Telephone: 01908 712058



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