FISCAL YEAR BY SENIOR EXECUTIVES AND CLOSELY RELATED PERSONS 76
4. SHAREHOLDERS – SHARE CAPITAL – STOCK OPTION PLANS – ALLOCATION OF BONUS SHARES
4.5. Allocation of bonus shares and bonus performance shares
For the plan set up in 2013, bonus shares subject to a condition related to the Group’s performance only vest if LVMH’s consolidated inancial statements both for the iscal year in which the plan is set up (iscal year “Y”) and for iscal year Y+1 show a positive change compared to iscal year Y- 1 in relation to one or more of the following indicators: the Group’s proit from recurring operations, net cash from operating activities and operating investments, or current operating margin (hereinafter referred to as the “Indicators”). This condition was satisied in 2013 and 2014. Shares allocated to recipients who were French residents for tax purposes were fully vested as of July 25, 2016, while those allocated to recipients who were not French residents for tax purposes were fully vested as of July 25, 2017.
For the plans set up on October 23, 2014 and April 16, 2015, bonus shares subject to a condition related to the Group’s performance only vest if LVMH’s consolidated inancial statements for iscal year 2015 show a positive change compared to iscal year 2014 in relation to one or more of the Indicators.
This condition was satisied, so shares allocated under the October 23, 2014 plan to recipients who were French residents for tax purposes were fully vested as of October 23, 2017.
For the plans set up on October 22, 2015 and October 20, 2016, bonus shares subject to a condition related to the Group’s performance only vest if LVMH’s consolidated inancial statements for iscal years Y+1 and Y+2 show a positive change compared to the iscal year in which the plan was set up (iscal year Y) in relation to one or more of the Indicators. For the plan set up on October 22, 2015, the condition was met in 2016 and 2017.
For the plan set up on October 20, 2016, the condition was met in 2017.
For the plan set up on April 13, 2017, bonus shares subject to a condition related to the Group’s performance only vest if LVMH’s consolidated inancial statements for the iscal year in which the plan was set up (iscal year Y) show a positive change
in one or more of the aforementioned Indicators compared to iscal year Y- 1. This condition was satisied. Shares will vest on April 13, 2018 and will be subject to a two- year holding period.
For the plan set up on July 26, 2017, half of the bonus shares will vest on June 30, 2020 and the other half on June 30, 2021, each time provided the performance condition regarding revenue and proit from recurring operations for the subsidiary concerned has been met.
For bonus shares awarded under the plan set up on October 25, 2017 and subject to a condition relating to the performance of the LVMH group, shares only vest if LVMH’s consolidated inancial statements for iscal years Y+1 and Y+2 show a positive change in one or more of the Indicators relative to the iscal year in which the plan was set up (iscal year Y).
Bonus shares awarded under this plan – for which vesting is subject to a subsidiary’s fulillment of performance conditions – will vest on June 30, 2024 provided that (i) quantitative targets regarding its revenue and proit from recurring operations in respect of iscal year 2023, and (ii) qualitative targets have been met, with vesting advanced to June 30, 2023 if said targets are met in respect of iscal year 2022.
If their shares vest, the Chairman and Chief Executive Oficer and the Group Managing Director must retain possession, in registered form and until the conclusion of their respective terms in ofice, of a number of shares corresponding to one-half of the notional capital gain, net of tax and social security contributions, calculated at the vesting date of those shares on the basis of the opening share price on the vesting date for plans set up before 2013, and on the basis of the closing share price on the day before the vesting date for plans set up since 2013.
Vesting of such shares does not lead to any dilution for
shareholders, since they are allocations of existing shares.
4.5.1. Bonus share and performance share allocation plans
Date of Shareholders’ Meeting 04 / 18 / 2013 04 / 18 / 2013 04 / 18 / 2013 04 / 16 / 2015 04 / 16 / 2015 Date of Board of Directors’ meeting 07 / 25 / 2013 07 / 24 / 2014 10 / 23 / 2014 04 / 16 / 2015 10 / 22 / 2015 Performance Bonus Performance Performance Performance shares shares shares shares shares Total number of shares provisionally
allocated at plan inception(g) 397,406 61,000 307,548 73,262 315,532 of which Company officers(a) 78,572 - 19,235 41,808 46,990 Bernard Arnault(b) 17,968 - 4,606 10,012 14,626 Antoine Arnault(b) 1,644 - 659 1,432 2,093 Delphine Arnault(b) 1,644 - 659 1,432 2,093 Nicolas Bazire(b) 17,308 - 4,437 9,644 14,089 Antonio Belloni(b) 17,308 - 4,437 9,644 14,089 of which Top ten employee recipients(c) 69,606 61,000 36,280 31,454 61,858 Number of recipients 748 2 772 14 740 Vesting date 07 / 25 / 2016(d) 07 / 24 / 2017(d) 10 / 23 / 2017(d) 04 / 16 / 2018(d) 10 / 22 / 2018(d) Date as of which the shares may be sold 07 / 25 / 2018(d) 07 / 24 / 2019(d) 10 / 23 / 2019(d) 04 / 16 / 2020(d) 10 / 22 / 2020(d) Unit value as of the initial grant date (EUR)(g) 117.51(h) 126.61(h) 114.62(h) 157.41(h) 144.11(h) Performance condition Satisfied - Satisfied Satisfied Satisfied Number of share allocations vested in 2017(j) 181,168 6,666 147,598 - 70 Number of share allocations expired in 2017(j) 6,938 - 14,085 - 10,008 Total number of share allocations vested
as of 12 / 31 / 2017(j) 395,432 6,666 147,598 - 70 Total number of share allocations expired
as of 12 / 31 / 2017(j) 44,604 - 42,732 - 15,635 Remaining allocations as of fiscal year- end(j) - 61,098 151,348 73,262 299,827
(a) Performance shares allocated to company officers serving as of the provisional allocation date.
(b) Company officers serving as of December 31, 2017.
(c) Bonus shares and performance shares allocated to employees – other than LVMH company officers – serving as of the provisional allocation date.
(d) Shares vest and become available on July 25, 2017; July 24, 2018; October 23, 2018; April 16, 2019 and October 22, 2019 for recipients who are not French residents for tax purposes.
04 / 14 / 2016 04 / 14 / 2016 04 / 14 / 2016 04 / 14 / 2016 04 / 14 / 2016 04 / 14 / 2016 10 / 20 / 2016 10 / 20 / 2016 04 / 13 / 2017 07 / 26 / 2017 10 / 25 / 2017 10 / 25 / 2017
Bonus Performance Performance Performance Bonus Performance Total shares shares shares shares shares shares
50,010 310,509 46,860 43,400 18,502 346,490 1,970,519 - 43,462 - - - 43,549 273,616 - 13,528 - - - 19,745 80,485 - 1,936 - - - 1,323 9,087 - 1,936 - - - 4,673 12,437 - 13,031 - - - 8,904 67,413 - 13,031 - - - 8,904 67,413 50,010 57,734 46,860 43,400 18,502 120,378 597,082 2 740 1 1 2 851
10 / 20 / 2019 10 / 20 / 2019 04 / 13 / 2018 06 / 30 / 2020(e) 10 / 25 / 2020 10 / 25 / 2020(f) 10 / 20 / 2019 10 / 20 / 2019 04 / 13 / 2020 06 / 30 / 2020(e) 10 / 25 / 2020 10 / 25 / 2020(f) 155.10 155.10 195.66 205.06(i) 227.01 227.01(i) - Satisfied Satisfied Not applicable - Not applicable
in 2017 in 2017 in 2017 in 2017
- 65 - - - - 335,567 - 5,890 - - - - 36,921 - 65 - - - - 549,831 - 5,890 - - - - 108,861 50,010 304,554 46,860 43,400 18,502 346,490 1,395,351
(e) Shares vest and become available in two tranches of 21,700 shares, with shares from the second tranche vesting on June 30, 2021.
(f) Shares vest and become available on June 30, 2024 or, where applicable, June 30, 2023 for shares subject to a condition specifically related to the performance of a subsidiary.
(g) For pre-2015 plans, before adjusting for the exceptional distribution of a dividend in Hermès International shares on December 17, 2014.
(h) Respective unit values: 115.78, 125.21, 113.14, 156.62 and 142.91 euros for shares vesting on July 25, 2017; July 24, 2018; October 23, 2018; April 16, 2019 and October 22, 2019.
(i) Respective unit values: 199.83 and 210.29 euros for shares vesting on June 30, 2021 and June 30, 2024.
(j) For pre-2015 plans, after adjusting for the exceptional distribution of a dividend in Hermès International shares on December 17, 2014.
The purpose of this subsection is to inform the shareholders of purchases of treasury shares made by the Company between January 1, 2017 and December 31, 2017 as part of the share repurchase programs authorized at the Combined Shareholders’
Meetings held on April 14, 2016 and April 13, 2017.
Under the liquidity contract entered into by the Company with Oddo & Cie Entreprise d’Investissement and Oddo Corporate Finance on September 23, 2005, the Company acquired 626,947 LVMH shares at an average price per share of 217.53 euros and sold 623,947 LVMH shares at an average price per share of 217.39 euros.
These transactions generated expenses of 0.3 million euros.
4.5.2. Bonus shares and performance shares allocated during the year to the Group’s top ten employee recipients(a), other than company officers, having received the largest number of shares(b)
Shares provisionally allocated during the fiscal year to the Group’s top ten employee recipients, other than company officers
See §4.5.1. above.
Shares vested during the fiscal year to the Group’s top ten employee recipients, other than company officers
Company granting the shares Date of Number of Number of the plan bonus shares performance shares LVMH Moët Hennessy - Louis Vuitton 07 / 25 / 2013 - 44,419
” 07 / 24 / 2014 6,666 -
” 10 / 23 / 2014 - 15,819
(a) Active employees as of the vesting date.
(b) After adjusting for the exceptional distribution of a dividend in Hermès International shares on December 17, 2014.