FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the
month of March
HSBC Holdings plc
8
Canada Square, London E14 5HQ, England
(Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or
Form 40-F).
Form
20-F X Form 40-F
The
following is the text of an announcement released to The Stock
Exchange of Hong Kong Limited on 11 March 2026 pursuant
to rules 17.06A, 17.06B and 17.06C of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong
Limited:
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of
Hong Kong Limited take no responsibility for the contents of this
document, make no representation as to its accuracy or completeness
and expressly disclaim any liability whatsoever for any loss
howsoever arising from or in reliance upon the whole or any part of
the contents of this document.
11
March 2026
(Hong
Kong Stock Code: 5)
HSBC HOLDINGS PLC
GRANT OF CONDITIONAL AWARDS
This
announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of
the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited.
On 9 March 2026, HSBC Holdings plc (the
"Company") granted conditional awards
("Awards")
to directors, employees and former employees to subscribe for a
total of 35,019,686 ordinary shares of US$0.50 each of the Company
("Shares") under the HSBC Share Plan 2011 (the
"Plan").
The
following are the details of the grants:
Grants to
Directors:
|
Name
of grantee
|
Georges
Elhedery
|
|
Relationship
between the grantee and the Company
|
Director
of the Company
|
|
Number
of shares under Awards
|
842,628
|
|
Closing
market price of the ordinary shares on the London Stock Exchange on
the date of grant
|
GBP
12.51
|
|
Purchase
price of Awards granted
|
GBP
0
|
|
Vesting
period of the Awards
|
As
disclosed in the Directors Remuneration Report in the Annual Report
and Accounts 2025, two awards have been granted to Georges
Elhedery:
50%
of the 2025 annual incentive award is delivered in immediately
vested shares subject to a retention period of 12
months.
The
2026-2028 Long Term Incentive ("LTI") award will, subject to the
performance outcome, vest in five equal instalments starting from
the third anniversary of the grant date. Upon each vesting, a
12-month retention period applies.
The
Company views it as appropriate for the annual incentive award to
vest immediately and not to be subject to a vesting period for two
reasons:
1)
The annual incentive is a non-deferred portion of the Directors
remuneration, which must be partly delivered in shares to comply
with UK regulation.
2)
The annual incentive share award is subject to a retention period
of 12 months, during which time the Directors cannot sell the
shares.
|
|
Performance
Targets and Clawback
|
The
immediately vested shares are not subject to forward looking
performance conditions as they form part of the annual incentive
for which performance is measured over the preceding performance
year.
The
LTI award is subject to the following performance conditions as
detailed in the Directors Remuneration Report in the Annual Report
and Accounts 2025:
|
|
Measure
|
Weighting
|
|
Average
Return on Tangible Equity ("RoTE") with Common Equity Tier 1
("CET1") underpin
|
42.5%
|
|
Environment
|
15%
|
|
Relative Total
Shareholder Return ("TSR")
|
42.5%
|
|
Clawback
applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback
policy.
|
|
Arrangements
for the Company or a subsidiary to provide financial assistance to
the grantees
|
None
|
|
|
|
Name
of grantee
|
Manveen
(Pam) Kaur
|
|
Relationship
between the grantee and the Company
|
Director
of the Company
|
|
Number
of shares under Awards
|
491,419
|
|
Closing
market price of the ordinary shares on the London Stock Exchange on
the date of grant
|
GBP
12.51
|
|
Purchase
price of Awards granted
|
GBP
0
|
|
Vesting
period of the Awards
|
As
disclosed in the Directors Remuneration Report in the Annual Report
and Accounts 2025, two awards have been granted to Manveen (Pam)
Kaur:
50%
of the 2025 annual incentive award is delivered in immediately
vested shares subject to a retention period of 12
months.
The
2026-2028 LTI award will, subject to the performance outcome, vest
in five equal instalments starting from the third anniversary of
the grant date. Upon each vesting, a 12-month retention period
applies.
The
Company views it as appropriate for the annual incentive award to
vest immediately and not to be subject to a vesting period for two
reasons:
1)
The annual incentive is a non-deferred portion of the Directors
remuneration, which must be partly delivered in shares to comply
with UK regulation.
2)
The annual incentive share award is subject to a retention period
of 12 months, during which time the Directors cannot sell the
shares.
|
|
Performance
Targets and Clawback
|
The
immediately vested shares are not subject to forward looking
performance conditions as they form part of the annual incentive
for which performance is measured over the preceding performance
year.
The
LTI award is subject to the following performance conditions as
detailed in the Directors Remuneration Report in the Annual Report
and Accounts 2025:
|
|
Measure
|
Weighting
|
|
Average
RoTE with CET1 underpin
|
42.5%
|
|
Environment
|
15%
|
|
Relative
TSR
|
42.5%
|
|
Clawback
applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback
policy.
|
|
Arrangements
for the Company or a subsidiary to provide financial assistance to
the grantees
|
None
|
|
Grants to other
grantees:
|
|
|
Category
of grantee
|
Employees
and former employees
|
|
Number
of shares under Awards
|
33,685,639
|
|
Closing
market price of the ordinary shares on the London Stock Exchange on
the date of grant
|
GBP
12.51
|
|
Purchase
price of Awards granted
|
GBP
0
|
|
Vesting
period of the Awards
|
Under
the HSBC Group-wide deferral policy, vesting occurs over a three
year period with 33% vesting on the first and second anniversaries
of grant and 34% on the third anniversary.
Group
and local Material Risk Takers may be subject to longer vesting
periods of up to five years, as required under the relevant
remuneration regulations. Awards may be subject to a 12-month
retention period following vesting.
Immediately
vested share awards may be subject to a 12-month retention period
following vesting.
The
Company views it as appropriate for the immediately vested share
awards to vest immediately and not to be subject to a vesting
period for two reasons:
1)
The immediately vested share award is a non-deferred portion of the
Material Risk Takers remuneration, which must be partly delivered
in shares to comply with UK regulation; each employee will also be
granted a deferred share award for which the vesting schedule is
noted above.
2)
The immediately vested share award is subject to a retention period
of 12-months, during which time the shares cannot be
sold.
The
vesting period for retention awards will align to the completion of
the relevant project for which the Award was granted.
|
|
Performance
Targets and Clawback
|
The
Group Operating Committee additionally participate in the 2026-2028
LTI. The LTI award is subject to the following performance
conditions as detailed in the Directors Remuneration Report in the
Annual Report and Accounts 2025:
|
|
Measure
|
Weighting
|
|
Average
RoTE with CET1 underpin
|
42.5%
|
|
Environment
|
15%
|
|
Relative
TSR
|
42.5%
|
|
Certain
other awards are subject to the completion of a strategically
important project.
No
performance targets apply to any other Plan Awards on the basis
that the Awards are a form of deferred bonus to meet regulatory
requirements in the UK. Performance targets instead attach to the
initial award of the Variable Pay.
Clawback
applies to the Plan Awards in line with the Company's regulatory
obligations as set out in the Company's internal clawback
policy.
|
|
Arrangements
for the Company or a subsidiary to provide financial assistance to
the grantees
|
None
|
|
Number
of shares available for future grant under the plan
mandate
|
The
Plan is subject to two limits on the number of Shares committed to
be issued under all Plan Awards:
1.
10% of the ordinary share capital of the Company in issue
immediately before that day, less the number of Shares which have
been issued, or may be issued, to satisfy Awards under the Plan, or
options or awards under any other employee share plan operated by
the Company granted in the previous 10 years. The number of Shares
available to issue under this limit is 1,062,671,787.
2.
5% of the ordinary share capital of the Company in issue
immediately before that day, less the number of Shares which have
been issued, or may be issued, to satisfy Awards under the Plan.
The number of Shares available to issue under this limit is
311,358,956.
|
For
and on behalf of
HSBC Holdings plc
Angela
McEntee
Group
Company Secretary
The Board of Directors of HSBC Holdings plc as at
the date of this announcement comprises: Brendan Robert Nelson*,
Georges Bahjat Elhedery, Geraldine Joyce
Buckingham†, Wei Sun Christianson†, Rachel
Duan†, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Ann Frances Godbehere†, Steven Craig Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade
Kuribreña†, Kalpana Jaisingh Morparia†, Eileen K Murray† and Swee Lian Teo†.
* Independent
non-executive Chairman
† Independent
non-executive Director
HSBC Holdings plc
Registered Office and Group Head Office:
8 Canada Square, London E14 5HQ,
United Kingdom Web:
www.hsbc.com
Incorporated in England and Wales with limited liability.
Registration number 617987
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
|
HSBC
Holdings plc
|
|
|
|
|
|
By:
|
|
|
Name:
Angela McEntee
|
|
|
Title:
Group Company Secretary
|
|
|
|
|
|
Date:
11 March 2026
|
