Sports Direct asks shareholders to back bonus share scheme for Mike Ashley

The sports giant has tried in the past to seek shareholder approval for a bonus scheme for Ashley, who has “received no remuneration for his substantial contribution to the company since its initial public offering in February 2007”, the retailer said.

Sports Direct has the backing of  its largest institutional shareholder, Odey Asset Management, which is a good sign that the retailer may this time gain approval.

Sports Direct chairman Keith Hellawell called Ashley “one of the outstanding retailers of his generation”.

Hellawell said: “Sports Direct’s Employee Bonus Share Scheme is one of the most wide-reaching and favourable employee reward schemes in the UK. Following the success of the 2009 scheme, the 2011 scheme is on track to reward over 3,000 employees having already surpassed two of the four EBITDA targets.

“Other senior executives also benefit from the Executive Bonus Share Scheme but this does not include Mike Ashley.  He receives no remuneration for his substantial contribution to the success of the company, including the £3bn of shareholder value that has been created since a scheme was originally discussed with shareholders.

“The company has already received support from its largest institutional shareholder, Odey Asset Management, who has confirmed that it intends to vote in favour of the resolution. The board believes that Mike is one of the outstanding retailers of his generation and that all shareholders benefit from his on-going commitment to Sports Direct.”

A General Meeting will be held on April 4.

Sports Direct unsuccessfully sought shareholder approval to include Ashley in the Executive Bonus Share Scheme in September 2012.

The board has pointed out that since that time Sports Direct’s market capitalisation has increased from less than £2bn to about £5bn. “The board believes that Mike Ashley is central to this value creation and that shareholders continue to benefit from his on-going commitment and involvement with the business,” the retailer said.

The Supplemental Executive Bonus Share Scheme would mean Ashley would be granted nil-cost options over 8 million ordinary shares in the Company, amounting to approximately 1.3% of the issued share capital of the Company.  This grant of nil-cost options would be conditional upon the achievement by the Company of EBITDA for 2014 of £330m and EBITDA for 2015 of £410m as well as a net debt/EBITDA ratio of 1.5x or less at the end of 2015.

If these performance targets are all met, the nil-cost options would vest in July 2018.