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Information about the Company
| Corporate Governance | Reports
Share Capital
2.2.6.
Stock Option Purchase or Subscription Plans
Since 2013, Vivendi has not granted any stock options.
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2.2.6.1.
Grant Criteria
Between 2002 and 2012, only stock subscription option plans were
established by the Company. These plans have a ten-year term.
Grants of stock subscription option plans were based on three criteria:
(i) level of responsibility; (ii) individual performance; and (iii) rewarding
the loyalty of high-potential managers. They were granted every year
during the same period before distribution of dividends, in order to avoid
windfall effects.
The strike price of the stock options was set, without discount, to reflect
the average share price over the 20 trading days prior to the grant date.
As of December 31, 2014, a total of 42,722,348 options were outstanding
under all existing stock subscription option plans (after deducting the
number of stock options exercised or canceled, in application of partial
fulfillment of the performance conditions governing the plans, as the
case may be, or pursuant to the termination of employment of certain
beneficiaries). These options represent a maximum nominal share capital
increase of €234.97 million, or 3.16% of the Company’s share capital.
As a result of the termination of Vivendi’s ADR (American Depositary
Receipt) program on the New York Stock Exchange in 2006, any stock
options that were exercisable into ADRs and had been granted to a
number of officers and employees of the group residing in the United
States were converted into Stock Appreciation Rights (SARs). SARs
are instruments that settle in cash only and therefore have no dilutive
effect. The trading value of the SARs is the average of the high and low
prices of Vivendi’s ordinary shares as quoted on Euronext Paris on that
trading day, multiplied by the euro/US dollar exchange rate as published
by the European Central Bank on the date of exercise of the SAR. As
of December 31, 2014, there were 4,426,505 SARs (formerly ADRs)
outstanding (maturing in 2015, 2016 and 2017).
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2.2.6.2.
Key Features of the Plans Granted up to 2012
Rights resulting from the grant of stock options are fully acquired after
a three-year vesting period, and may be exercised on one or more
occasions. Shares received upon exercise of the options can be freely
transferred, subject to, for beneficiaries who are French tax residents,
the expiration of the beneficial holding period applicable under French
tax law (currently four years). In the event of a tender offer for Vivendi
shares, the options under any of the plans will immediately vest and
become exercisable.
For Corporate Officers and all beneficiaries, the definitive grant of stock
subscription options is subject to the same performance criteria and
quantitative methods of grant as those set for the grant of performance
shares, which are assessed once at the end of a consecutive two-year
period following the grant (see Section 3.4).
2.2.8.
Acquisition Rights or Obligations in Respect of Authorized but Non-Issued Capital
Not applicable.
2.2.9.
Conditional or Unconditional Options or Agreements on a Group Member
Not applicable.
2.2.7.
Performance Shares and Bonus Share Grants
Grants of performance shares are subject to the achievement of internal
financial targets and the performance of Vivendi shares against two
trading indices (see Section 3.4 of this chapter).
In 2014, 2,326,869 shares were definitively granted to beneficiaries,
representing 88% of the total number of rights granted in 2012, taking
into account the rate of partial fulfillment of performance conditions
assessed on the 2012 and 2013 years at the end of the vesting period
for grants under the 2012 and 2010 (US and Brazilian beneficiaries)
performance share plans. Moreover, 727,118 bonus shares granted
to employees of Vivendi SA and its French subsidiaries in July 2012
were registered in July 2014. 200,565 rights were canceled upon the
termination of employment of certain beneficiaries.
For more details, please refer to the Appendix of this section.
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2.2.7.1.
Adjustment of Rights Following the Payment
in 2014 of an Ordinary Distribution of €1 per
Share from Additional Paid-In Capital
To account for the impact of the ordinary distribution of €1 per share,
approved by the Combined General Shareholders’ Meeting held on
June 24, 2014, from additional paid-in capital, and in accordance with
Articles L.225-181, L.228-99, R.225-140 and R.228-91 of the French
Commercial Code, an adjustment was made to the stock option and
performance share plans.
This adjustment, which was intended to allow beneficiaries to invest the
same amount as planned at the time the rights were granted, resulted in:
p
p
an increase in the number of options granted and a decrease in their
strike price; and
p
p
an increase in the number of performance share rights.
The adjustment ratio was calculated based on the weighted average
price of Vivendi shares on the Euronext Paris market over the 20 trading
sessions prior to the distribution record date of June 25, 2014, for
payment on June 30, 2014. It was set at 0.948010.
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Annual Report 2014