CEO Retirement Terms and Consulting Arrangement
SYDNEY, Australia and NEW YORK, June 5, 2013 (GLOBE NEWSWIRE) -- Further to
the previous announcement made by Sims Metal Management (ASX:SGM) (NYSE:SMS)
regarding the retirement of the Company's Chief Executive Officer (CEO) Daniel
W. Dienst on 30 June 2013, the Board of the Company today announced the terms
of his retirement. The Company has also entered into a consulting arrangement
with Mr Dienst.
Mr Dienst will receive his base salary as he works through to 30 June 2013 on
which date he will retire from the Group and resign as a Director. Mr Dienst
will receive no severance payment and no payment in lieu of notice.
Short term incentive
Provided Mr Dienst remains employed until 30 June 2013, he will be eligible to
receive a short term incentive payment under the Company's Short Term
Incentive Plan (STIP), with any bonus payable in the normal course following
release of the Company's Fiscal Year 2013 results. In consideration for Mr
Dienst assisting the Company's executive search firm define the parameters for
the new Group CEO, managing the process around the consideration of internal
candidates and assisting with the establishment of the interim management
structure, the Personal Priorities component of Mr Dienst's Fiscal Year 2013
STIP bonus will constitute one-third of his bonus opportunity. The Return on
Controlled Capital Employed (ROCCE) component of Mr Dienst's Fiscal Year 2013
STIP bonus will constitute two-thirds of his bonus opportunity. Thus the
Personal Priorities component of Mr Dienst's Fiscal Year 2013 STIP bonus will
be an amount up to US$606,667. Subject to Mr Dienst satisfactorily assisting
in those matters mentioned above through 30 June 2013, the Company will fully
satisfy this component.
Long term incentive
Mr Dienst has been granted in prior years, following shareholder approval,
awards of performance rights and options under the Company's Long Term
Incentive Plan (LTIP).
Performance rights vest only if the respective performance hurdle is met at
the end of each three year performance period, subject to re-testing at the
end of each four and five year performance period.
The Board of the Company has exercised its discretion to determine that Mr
Dienst's cessation as an employee at 30 June 2013 will be a 'Qualifying
Cessation' under the LTIP, and that limited re-testing be allowed.
Consequently, the performance rights previously granted to Mr Dienst in
November 2010, 2011 and 2012 will continue to be tested in accordance with the
LTIP, up to June 2015.The performance rights previously granted to Mr Dienst
in November 2008 and 2009 respectively will lapse on 30 June 2013.
Options issued to Mr Dienst under the LTIP that have vested will continue to
be exercisable until their original expiration dates. Options issued to Mr
Dienst under the LTIP that have not vested will not immediately lapse, but
instead will vest in accordance with their respective original vesting
schedules through August 2015.
Mr Dienst has agreed to enter into a consultancy agreement with the Company
effective from 1 July 2013. The material terms of the consultancy agreement
are as follows:
*Term of up to 12 months.
*Duties and responsibilities shall include:
-- assisting, as reasonably requested, the transition into the Company of
the new CEO;
-- providing advice to the Chairman of the Company on SHEC safety related
-- assistance in relation to the Company's strategy in China.
*Mr Dienst will make himself available up to an average of twelve days per
*Consultancy fee of US$50,000 per month, as well as reasonable expenses
associated with the consultancy.
*During the term and, if the agreement continues for its full term until 30
June 2014, for a period of three months thereafter, Mr Dienst will not
engage in any business or activity which is directly or indirectly in
competition with that of the Company.
Chairman of the Board, Mr Brunsdon said, "The terms of Mr Dienst's departure
reflect the Group's remuneration policy and are in accordance with grants made
under the LTIP that have previously been approved by shareholders. I am
pleased that Mr Dienst has agreed to continue as a consultant to the Company
to ensure a smooth leadership transition. In that regard, we are evaluating a
number of internal and external candidates with an expectation that we will
announce an appointment shortly after the close of Fiscal Year 2013."
From 1 July 2013, until the new CEO commences, the Company will be managed
through an executive group to be known as the Global Leadership Team, chaired
by the Chairman of the Board and will include Non-Executive Director Mr James
Thompson and the leaders of all the Company's key operations.
Cautionary Statements Regarding Forward-Looking Information
This release may contain forward-looking statements, including statements
about Sims Metal Management's financial condition, results of operations,
earnings outlook and prospects. Forward-looking statements are typically
identified by words such as "plan," "believe," "expect," "anticipate,"
"intend," "outlook," "estimate," "forecast," "project" and other similar words
These forward-looking statements involve certain risks and uncertainties. Our
ability to predict results or the actual effects of our plans and strategies
is subject to inherent uncertainty. Factors that may cause actual results or
earnings to differ materially from these forward-looking statements include
those discussed and identified in filings we make with the Australian
Securities Exchange and the United States Securities and Exchange Commission
("SEC"), including the risk factors described in the Company's Annual Report
on Form 20-F/A, which we filed with the SEC on 18 March 2013.
Because these forward-looking statements are subject to assumptions and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements. You are cautioned not to place
undue reliance on these statements, which speak only as of the date of this
All subsequent written and oral forward-looking statements concerning the
matters addressed in this release and attributable to us or any person acting
on our behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this release. Except to the extent
required by applicable law or regulation, we undertake no obligation to update
these forward-looking statements to reflect events or circumstances after the
date of this release.
All references to currencies, unless otherwise stated, reflect measures in
About Sims Metal Management
Sims Metal Management is the world's largest listed metal recycler with
approximately 270 facilities and 6,600 employees globally. Sims' core
businesses are metal recycling and electronics recycling. Sims Metal
Management generated approximately 88% of its revenue from operations in North
America, the United Kingdom, Continental Europe, New Zealand and Asia in
Fiscal 2012. The Company's ordinary shares are listed on the Australian
Securities Exchange (ASX:SGM) and its ADRs are listed on the New York Stock
Exchange (NYSE:SMS). Please visit our website (www.simsmm.com) for more
information on the Company and recent developments.
CONTACT: Investor and media inquiries contact
Group Vice President - Investor Relations
Tel: +61 4 0960 0352
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