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Disclosure pursuant to section 430(2B) of the Companies Act 2006

Wincanton plc
Disclosure pursuant to section 430(2B) of the Companies Act 2006 in respect of Adrian Colman

On 9 May 2019, the Company announced that Adrian Colman, the Company’s current Chief Executive Officer, would step down as a director of the Company on 2 September 2019. To ensure a smooth transition, he will continue to be employed until 31 October 2019, or such earlier date as the Company and Mr Colman may agree.
As required by the provisions of section 430(2B) of the Companies Act 2006, details of the remuneration payments made or to be made to Mr Colman are set out below. All elements of remuneration are in line with Wincanton’s shareholder-approved Directors’ Remuneration Policy.

Salary and Benefits
Mr Colman will continue to receive salary, pension contribution and benefits to the leaving date. No payment in lieu of notice will be payable where the leaving date is brought forward from 31 October 2019. The Company will pay up to £5,000 (excluding VAT) as a contribution towards Mr Colman’s legal fees incurred in connection with the termination of his employment.

Annual Bonus Plan (“Bonus”)
It is intended that Mr Colman will be treated as a good leaver under the Annual Bonus Plan in respect of his 2019/20 award, therefore will be eligible to receive a time pro-rated payment for the period to the leaving date. This award will continue to operate according to the original terms, in particular subject to the achievement of performance conditions and payable according to the original timetable. Achievement against the specific targets and the final amount payable will be disclosed in the 2019/20 Directors’ Remuneration Report.

Long-Term Incentive Plan (“LTIP”)
It is intended that Mr Colman will be treated as a good leaver under the LTIP in respect of his outstanding 2017 and 2018 LTIP awards. On this basis, his awards will be pro-rated for the proportion of the vesting period worked to the leaving date, and will remain subject to their original performance conditions, as set out in the respective Directors’ Remuneration Reports. Any awards vesting will be capable of exercise on the original vesting date. No 2019 LTIP award was made to Mr Colman, and he will not be eligible to receive any further awards.

All share incentive awards will be subject to mitigation.

Other than the payments described above, no other remuneration payment or payment for loss of office has been or will be paid to Mr Colman.

Full details of all payments made to, and receivable by, Mr Colman will be disclosed in the Directors’ Remuneration Report of the relevant Annual Report and Accounts.

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