Wm Morrison Supermarkets PLC
17 February 2015
Further to the announcement dated 13 January 2015 in respect of Board changes Wm Morrison Supermarkets PLC (the “Company”) confirms that Dalton Philips stepped down as Chief
Executive of the Company on 16 February 2015. The following information is provided in accordance with section 430(2B) of the Companies Act 2006.
Remuneration payments made or to be made are in accordance with Mr Philips contractual entitlements and the provisions of the Company’s Directors’ remuneration policy contained in the 2013/14
Annual Report, as approved by shareholders at the 2014 AGM.
The Remuneration Committee carefully considered the circumstances of Mr Philips departure, and took into account his contribution to the business through a period of significant industry change,
as well as the importance of ensuring a smooth transition. Against that background the Committee agreed that he should be treated as a good leaver for the purposes of the Company’s incentive arrangements.
Contractual entitlements: Payments up to the date of termination and in lieu of notice
Mr Philips contractual notice period began on 13 January 2015 and he received his normal base salary (£850,000 p.a.) and his normal contractual benefits up to the date of termination.
The Company will pay monthly payments of £98,919 in lieu of the remainder of his 12 month notice period, comprising base salary, pension allowance, car allowance,life assurance and private medical
cover. Payments are subject to mitigation. Apayment of £19,615 in respect of accrued holiday untaken will be made as soon as practicable.
Annual bonus 2014/15
Mr Philips will be eligible for an annual bonus in respect of the financial year 2014/15 subject to the applicable performance conditions. The amount of the bonus to be paid will be agreed by
the Remuneration Committee in March 2015 and disclosed in the 14/15 DRR. Any bonus due to Mr Philips will be paid in cash.
Mr Philips will not be eligible for an annual bonus in respect of the financial year 2015/16.
Share awards under the Deferred Share Bonus Plan (DSBP) and Long Term Incentive Plan (LTIP)
DSBP: Mr Philips 237,592 deferred shares will vest in full in accordance with the rules of the DSBP and the approved Directors’ remuneration policy. The share award will vest on 12 March 2015
when the Company comes out of close period. These shares relate to annual bonus in respect of the 2011/12 financial year and are shares which were due to vest in March 2015. Mr Philips will also receive
a cash payment of £86,388 gross equivalent to dividends accrued on his deferred shares from March 2012 to the date of vesting.
LTIP: Mr Philips holds outstanding LTIP awards granted in 2012, 2013 and 2014. Subject to the achievement of the applicable performance conditions these awards (including dividend equivalents)
may vest on the normal vesting date (three years from the date of grant). Awards have been reduced for time pro-rating calculated from the respective dates of grant to 13 April 2015. The number of shares
under award after reduction for time pro-rating are 2012: 802,878, 2013: 550,999 and 2014: 269,696.
Legal and other expenses
The Company has agreed to pay Mr Philips legal and other advisory fees in connection with his loss of office arrangements. In total, these fees are £20,230 plus VAT.
Retention of computer equipment
Mr Philips will also retain the laptop, iPad and iPhone provided by the Company and used by Mr Philips during his time in office, valued at £1,000.
No further payments will be made to Mr Philips in connection with his loss of office.