Share plan programs are increasingly viewed as a strategic tool in preparing for and executing mergers, acquisitions, reorganization or divestitures. This award recognizes excellence in the use of share plans in support of specific objectives furthering a corporate action.
Measurements include fair or enhanced treatment for impacted participants, effective communication of implications to share plan participants, and demonstrated commitment to share plans after the conclusion of the corporate action. Qualified corporate actions include mergers, acquisitions, restructuring, divestitures and similar actions.
THE 2023 BEST USE OF EMPLOYEE SHARE PLANS IN A CORPORATE ACTION WINNERS
- THERMO FISHER SCIENTIFIC INCOver 75,000 employeesUnited States
PROGRAM NAME: TIME-BASED RESTRICTED STOCK UNITS, STOCK OPTIONS, PERFORMANCE-BASED RESTRICTED STOCK UNITS
PARTNERS: FIDELITY; KPMG
Thermo Fisher Scientific's acquisition of PPD Inc.'s equity awards impacted over 2,700 global colleagues based in 49 countries, some of which English was not their first language. Different rules governed employer-sponsored equity plans and taxation, and certain awards were impacted differently across countries. The acquisition impacted three different award types – Stock Options, Performance Share Units (PSUs), and Restricted Stock Units (RSUs). Each type was impacted differently, and different colleagues held one, two, or three of these award types depending on their eligibility.
To communicate the impact of the acquisition, a multi-pronged strategy that included translated communications, country-specific messaging, and additional explanations for special retention awards and tax implications was developed. The campaign successfully achieved its goals of ensuring colleagues had a clear understanding of the equity transition, anticipating questions and concerns, and actively engaging participants in Canada to make waiver elections.
The feedback survey showed a high level of satisfaction and evidence comprehensive messaging that was easily identifiable and approachable, with 77% of respondents rating the communication as effective, and 79% saying they would recommend repeating the campaign for similar events.
The judges were impressed by the ability to balance the complexity of the information with a simple and straightforward approach that reflected PPD's high-touch communication style and Thermo Fisher's culture.
They noted the importance of accuracy in content and execution and praised the successful coordination and quick response required by the unknown timeline.
Overall, the judges felt that the campaign demonstrated exceptional creativity, coordination, and execution, making it a deserving recipient of the award.
- SUEZBetween 10,000 and 75,000 employeesFrance
PROGRAM NAME: GOSUEZ 2022
PARTNERS: AMUNDI – NATIXIS; BEYONDSOLUTIONS; BUTTERFLY; CACIB; GIDE – JONES DAY
As part of Veolia’s acquisition of Suez in 2022, Veolia was required to sell 40% of Suez's assets to a consortium of investors, giving birth to the ‘new Suez,’ an unlisted company. The consortium's offer included a commitment to bring employee ownership to 3% of the share capital of Suez post-closing, increasing to 10% over the next 5 to 7 years. This gave rise to GoSuez, a new employee share ownership plan that aimed to lead to employee ownership of at least 3% of Suez's share capital, valued at €120m post-closing.
The plan was structured in two successive phases and articulated around three investment formulas. It was imperative to have a ‘Leveraged’ ESPP to reach the 3%, and to broaden the number of employees participating since French ESPP cap the amount one can invest to 25% of their annual gross compensation. GoSuez successfully engaged employees and led to a gross compensation envelope of €400m. Forty percent of employees participated, and GoSuez surpassed the target of 3% employee share ownership of the share capital of Suez.
The judges were impressed with GoSuez's innovative structure and the successful engagement of employees. They noted that the plan's two-phase approach and the use of leverage were critical to achieving the target of 3% employee share ownership. The judges praised GoSuez for its commitment to building an ‘ownership’ spirit around the new Suez, and its success in broadening the number of employees participating in the plan. Overall, GoSuez was an outstanding example of an employee share ownership plan that successfully engaged employees and created a sense of ownership and commitment to the company's future.
- ATLASSIANUnder 10,000 employeesAustralia
PROGRAM NAME: ATLASSIAN CORPORATION PLC 2015 SHARE INCENTIVE PLAN
PARTNERS: MORGAN STANLEY AT WORK
Atlassian's equity team's exceptional efforts in navigating the challenges of complying with US SEC filings for equity award transactions after the company's re-domiciliation from the UK to the US have earned them a well-deserved award. To ensure seamless rollout with scaled efficiency, the equity team partnered with Corporate Legal and outside counsel to establish a comprehensive process that included tracking filing information, drafting initial Forms 3 filings, creating step-by-step Form drafting procedures, and setting up a shared calendar and communication channel with Corporate Legal. The team also spent significant time determining all the scenarios that would require Forms to be filed and detailed the data flow, expected date, transaction code, custom footnote(s), last date of review, and any special instructions for each scenario.
To mitigate stress due to constrained timelines, the equity team established a procedure to file the Form 4 on the business day following the transaction date and ensured consistency around federal holidays. To address the cumbersome manual process of manually entering data to the filing tool, the equity team automated the process.
The judges were impressed with Atlassian's equity team's outstanding work in navigating the complexities of complying with US SEC filings for equity award transactions. The team's comprehensive approach, strategic partnerships, and attention to detail ensured a seamless rollout with scaled efficiency and enabled the team to seamlessly draft and submit the required Forms without any last-minute consultations with external legal counsel. The team's innovation in automating the manual process of entering data to the filing tool was particularly noteworthy.
MORE BEST USE OF EMPLOYEE SHARE PLANS IN A CORPORATE ACTION AWARD WINNERS
- DELL TECHNOLOGIES INCOver 75,0000 employeesUnited States
PLAN NAME: VMWARE TRANSITION LTI SUPPORT
- EXPENSIFYUnder 5,000 employeesUnited States
PLAN NAME: 2009 STOCK PLAN, 2019 STOCK PLAN, AND THE 2021 INCENTIVE AWARD PLAN
PARTNERS: COMPUTERSHARE; EY; LATHAM WATKINS; MORGAN STANLEY AT WORK
- SIEMENS ENERGY AGBetween 25,000 and 100,000 employeesGermany
PLAN NAME: EMPLOYEE SPIN-OFF INCENTIVE PROGRAM
- UPFIELDLess than 5,000 employeesNetherlands
PLAN NAME: GROWING TOGETHER INCENTIVE PLAN
PARTNERS: MORGAN STANLEY AT WORK
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