SECTION 430(2B) COMPANIES ACT 2006 STATEMENT
26 February 2014
The following information is provided in accordance with section 430(2B) of the Companies Act 2006.
William Seeger retired from the Board at the close of business on 25 February 2014 and will retire from the
Company on 31 August 2014. From 25 February until 31 August 2014, he will remain employed under his
existing service contract whilst he effects an orderly handover to his successor. Remuneration payments in
respect of his retirement as determined by the Remuneration Committee are set out below; further details will
be included in GKN’s 2013 annual report and accounts to be published in March 2014.
Incentive awards
In accordance with the Rules of the relevant plans, vested incentive awards will be treated as follows:
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2011 Executive Share Option Scheme award over 164,345 shares with an option price of 199.58p will
be exercisable from 1 April 2014 to 28 February 2015 (6 months following his retirement).
2011 Long Term Incentive Plan (LTIP) award over 335,378 shares will be released following his
retirement from the Company (ie the one year deferral period will not be applied). The 2010 LTIP
award over 372,050 shares will be released on 11 August 2014 as for all other participants. In respect
of both awards, a cash amount equivalent to the dividends on the vested shares (from the beginning
of the third year of the relevant measurement period to the release date) will also be paid.
The Committee has exercised discretion to make the 2013 annual bonus (STVRS) payment wholly in
cash (ie no deferral of any amount in shares).
In respect of unvested Sustainable Earnings Plan (SEP) awards granted in 2012 and 2013, the Committee
has exercised discretion and determined that Mr. Seeger will be treated as a ‘good leaver’ under the terms of
the plan. The number of shares in each award will be reduced on a pro rata basis to reflect his length of
service during the measurement periods, and awards will vest on the original vesting dates subject to the
original performance conditions.
No STVRS or SEP awards will be made to Mr. Seeger in 2014.
Expatriate benefits
As a US national who relocated to the UK in 2008 in the role of Finance Director, the following additional
payments will be made in the period after 25th February 2014:
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In accordance with the Company’s policy on expatriate employees, expenses in relation to Mr.
Seeger’s repatriation to the US estimated at approximately £15,000 will be paid, together with ongoing
tax return support until vesting of all outstanding long term incentive awards (estimated at
approximately £25,000).
US healthcare benefits will be paid for a period of 18 months following retirement from the Company,
estimated at approximately £15,000.
As previously disclosed, and in accordance with the Company’s policy on expatriate employees and
Mr. Seeger’s contract, tax and social security equalisation is applied to his remuneration to ensure that
he is not disadvantaged by his global tax position. This policy will continue to apply to the payments
above.
As disclosed in the 2012 directors’ remuneration report, as part of the contractual arrangements
agreed on appointment, Mr. Seeger is entitled to reimbursement of reasonable expenses in relation to
the sale of his property in the US (capped at the lower of 7% of the selling price or $100,000). These
expenses have not yet been incurred. In the event that his US property is sold before his retirement
from the Company, this payment would be made.