a6931w
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
for the
period ended 13 December, 2023
BP p.l.c.
(Translation
of registrant's name into English)
1 ST JAMES'S SQUARE, LONDON, SW1Y 4PD, ENGLAND
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file
annual
reports
under cover Form 20-F or Form 40-F.
Form
20-F |X| Form 40-F
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Indicate
by check mark whether the registrant by furnishing the
information
contained
in this Form is also thereby furnishing the information to
the
Commission
pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of
1934.
Yes No
|X|
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Exhibit
1.1
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Remuneration
for former CEO dated 13 December 2023
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Exhibit 1.1
press
release
13 December 2023
Remuneration for former CEO
Following the 12 September 2023 announcement of the resignation of
former chief executive officer Bernard Looney, BP p.l.c. ('the
Company') today announces the decisions that have been taken in
relation to his remuneration.
As set out in the September announcement:
●
Mr
Looney notified the Company on 12 September 2023 that he had
resigned as chief executive officer and from the board of directors
of BP p.l.c. with immediate effect;
●
In
2022 the board sought assurances regarding disclosure of his past
personal relationships with Company colleagues and his future
behaviour. Mr Looney gave these assurances to the board in July
2022; and
●
In
his September 2023 notification to the Company, Mr Looney informed
the Company that he had not been fully transparent in those
assurances.
Following careful consideration, the board* has concluded that, in providing inaccurate
and incomplete assurances in July 2022, Mr Looney knowingly misled
the board. The board has determined that this amounts to serious
misconduct, and as such Mr Looney has been dismissed without notice
effective on 13 December 2023. This decision had the effect of
bringing Mr Looney's 12 month notice period to an immediate
end.
In line with this decision, and consistent with BP p.l.c.'s
shareholder-approved remuneration policy, the following will apply
to Mr Looney's remuneration arrangements:
Salary, benefits & annual bonus:
●
Mr
Looney will receive no further salary, pension allowance or
benefits from the date of his dismissal; and
●
Mr
Looney will not be paid any annual bonus in respect of the
financial year 2023.
Unvested share awards:
●
Mr
Looney's unvested performance share awards under the Executive
Directors' Incentive Plan (EDIP) - for the 2021-2023, 2022-2024 and
2023-2025 performance share plans - will lapse in
full; and
●
Mr
Looney's unvested deferred annual bonus share awards under the EDIP
- from annual bonuses for 2021 and 2022 - will also lapse in
full.
In addition, reflecting the decision by the board that Mr Looney
should not retain any variable pay relating to service following
the date of the misleading assurances he gave to the board,
discretionary clawback has also been applied:
Clawback in respect of the period from July
2022:
●
Mr
Looney will be required to repay 50% of the cash portion of the
annual bonus paid to him in respect of the financial year 2022;
and
●
He
will forfeit 6/36ths of his award of shares that vested in August
2023 from the three-year 2020-2022 performance share plan under the
EDIP.
Value of affected remuneration
The total maximum value of the potential remuneration that has been
forfeited or clawed back is £32,426,000** based on the assumptions described
below.
87% of this value is automatically forfeited as a result of Mr
Looney's resignation with immediate effect on 12 September 2023.
10% results from the board's decision that he should be dismissed
following serious misconduct and the further 3% has been clawed
back at the discretion of the board.
The total comprises:
●
£1,293,000
in respect of salary and pension allowance for the balance of his
notice period which would otherwise have expired on 11 September
2024;
●
£3,258,000
being the maximum potential annual bonus payment for the 2023
financial year***;
●
£24,895,000
being the value of the full unvested performance share awards under
the EDIP, a proportion of which would vest at completion of the
relevant plan periods, dependent on performance****;
●
£2,030,000
being the value of the unvested deferred bonus awards under the
EDIP, deferred from annual bonuses in 2021 and
2022;
●
£420,000
being 50% of the cash portion of the annual bonus paid in respect
of the 2022 financial year, net of tax;
and
●
£529,000
being 6/36ths of the value of the shares awarded from the 2020-2022
performance share plan under the EDIP, net of
tax.
The above values have been calculated using a bp share price of
460.95p, being the closing price on 12 December 2023, and all
values are before tax unless stated otherwise.
The above information is provided in accordance with section
430(2B) of the Companies Act 2006.
*
references to the board in this announcement do not include the
Interim CEO, who was recused from all decision making in relation
to Mr Looney.
** figures
have been rounded to the nearest thousand and, as such, the total
may not agree exactly with the sum of the component
parts.
*** based on the value
of the potential maximum annual bonus payment for the full
financial year, not pro-rated for time.
**** based on the value of all performance
shares awarded for the 2021-2023, 2022-2024 and 2023-2025
performance share plans in full (i.e. assuming performance
conditions are met in full) and not pro-rated for
time.
Further information:
bp press office, London: bppress@bp.com
SIGNATURES
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.
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BP
p.l.c.
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(Registrant)
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Dated: 13
December 2023
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/s/ Ben
J. S. Mathews
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Ben J.
S. Mathews
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Company
Secretary
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