Final NYSE and Nasdaq Rules Relating to Shareholder Approval of Equity Compensation Plans

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "Final NYSE and Nasdaq Rules Relating to Shareholder Approval of Equity Compensation Plans"

Transcription

1 T O O U R F R I E N D S A N D C L I E N T S June 30, 2003 Final NYSE and Nasdaq Rules Relating to Shareholder Approval of Equity In October 2002, the New York Stock Exchange and The Nasdaq Stock Market each filed with the Securities and Exchange Commission proposed changes to their rules relating to shareholder approval of equity compensation plans. 1 On June 20 and June 23, 2003, respectively, the NYSE and Nasdaq filed final rules with the SEC reflecting discussions with the SEC and public comment letters that each had received. Both the NYSE and Nasdaq proposals were approved by order of the SEC dated June 30, 2003 and became effective today. 2 The final rules require companies to obtain shareholder approval of equity compensation plans, subject only to limited exemptions. In general, the new shareholder approval requirements will only apply to plans adopted or materially revised after June 30, The final rules eliminate exceptions for broadly based plans and plans issuing de minimis share amounts, as these exceptions were perceived to permit abuse of the shareholder approval requirements. The final rules also explicitly eliminate treasury stock exceptions, which were traditionally understood to permit the issuance of repurchased or treasury shares under equity compensation plans without shareholder approval. Companies should review their existing and contemplated plans and arrangements pursuant to which shares may be issued to determine whether shareholder approval of these plans and arrangements may be required under the final rules. For example, excess benefit plans and deferred compensation plans, many of which had typically been exempt from shareholder approval under the prior rules 1 2 These proposals were summarized in our October 18, 2002 memorandum. This memorandum is available at on the Fried Frank website. Release No , Self-Regulatory Organizations; New York Stock Exchange, Inc. and National Association of Securities Dealers, Inc.; Order Approving NYSE and Nasdaq Proposed Rule Changes and Nasdaq Amendment No. 1 and Notice of Filing and Order Granting Accelerated Approval to NYSE Amendments No. 1 and 2 and Nasdaq Amendments No. 2 and 3 Thereto Relating to Equity (June 30, 2003). The Release may be found at A Partnership Including Professional Corporations New York One New York Plaza New York, NY Washington, DC 1001 Pennsylvania Avenue, NW Washington, DC Los Angeles 350 South Grand Avenue Los Angeles, CA London 99 City Road London EC1Y 1AX United Kingdom Paris 5, boulevard de la Tour Maubourg Paris France Copyright June 30, 2003 Fried, Frank, Harris, Shriver & Jacobson

2 of the NYSE and Nasdaq, may no longer qualify for exemption. In addition, companies should update their compliance procedures to reflect the requirements for press releases and notices imposed by the final rules, as described below. 3 The Final NYSE Rule The final NYSE rule is included in the NYSE Listed Company Manual as Section 303A(8). 4 It provides that all equity compensation plans and any material revisions to the terms of these plans must be approved by shareholders, with limited exemptions as set forth in the rule. It provides exemptions for inducement awards, certain actions taken with respect to equity compensation plans in the context of merger and acquisition transactions, and taxqualified and parallel excess plans. Definitions of Equity Compensation Plan and Material Revision Equity compensation plan. The final NYSE rule defines the term equity compensation plan to mean a plan or other arrangement that provides for the delivery of equity securities (either newly issued or treasury shares) of the listed company to any employee, director or other service provider as compensation for services. This definition includes individual compensatory grants that are not made under a plan. However, the definition does not include any plan or arrangement that does not provide for the delivery of equity securities of the issuer (for example, phantom stock units payable solely in cash). The final NYSE rule provides that neither of the following arrangements will be considered equity compensation plans for purposes of the rule (even if brokerage or other costs of the plan are borne by the listed company): Any plan that is made available to shareholders generally (for example, a typical dividend reinvestment plan). 3 4 The context of the promulgation, adoption and effectiveness of the final rules would lead one to expect that each will be interpreted in a manner similar to the other, and companies and their advisors will likely look to both rules for interpretive guidance. Nevertheless, the final rules, while similar, are not identical. It will be an interpretive question in each particular case as to whether differences between the final NYSE rule and the final Nasdaq rule are intended to have a substantive effect on their scope and meaning. The current NYSE pilot shareholder approval rule, included in the Listed Company Manual as Section (a), has expired. Fried, Frank, Harris, Shriver & Jacobson 2 June 30, 2003

3 Any plan that merely provides for the purchase of shares on the open market or from the listed company for their fair market value. These plans are not considered equity compensation plans even if they provide for the delivery of shares on a deferred basis or provide for payments through payroll deductions or other foregone compensation. A plan that permits the purchase of shares for less than their fair market value (for example, a typical employee stock purchase plan) is considered an equity compensation plan. Material revision. The final NYSE rule provides that material revisions to an equity compensation plan include 5 any of the following: (iv) (v) A material increase in the number of shares available under the plan (other than an increase solely to reflect a reorganization, stock split, merger, spinoff or similar transaction). 6 An expansion (whether or not material) of the types of awards available under the plan. A material expansion of the class of persons eligible to participate in the plan. A material extension of the term of the plan. A material change to the method of determining the strike price of options under the plan The final NYSE rule provides that its list of material revisions is not exhaustive, presumably leaving listed companies and their advisors with the task of determining whether other plan changes not explicitly covered by the final NYSE rules constitute material revisions. The final NYSE rule does note that the curtailment of a plan (as compared with its expansion) will not be considered a material revision. The final NYSE rule provides that, if a plan contains a formula for automatic increases in the shares available (an evergreen provision) or for automatic grants pursuant to a formula set forth in the plan, each such increase or grant will be considered a material revision unless the term of the plan is not more than 10 years. The final NYSE rule refers to both of these types of plans as formula plans. The final NYSE rule also provides that, if a plan (referred to as a discretionary plan ) contains no limit on the number of shares available for grant and it is not a formula plan, then each grant under the plan will require separate shareholder approval even if the term of the plan is limited to 10 years or less. The final NYSE rule makes clear that a requirement that grants be made out of treasury or repurchased shares will not, in itself, prevent a plan from being considered a discretionary plan. The transition rules relating to formula plans and discretionary plan are discussed in this memorandum below. Fried, Frank, Harris, Shriver & Jacobson 3 June 30, 2003

4 (vi) The deletion or limitation of any provision prohibiting repricing of options. 8 The final NYSE rule provides that any plan that does not explicitly permit repricing of options will be considered to prohibit repricing, and therefore any actual repricing will be considered a material revision even if the plan is not revised. Exemptions from the Shareholder Approval Requirement As noted above, the final NYSE rule exempts all of the following from the shareholder approval requirement: Inducement awards. Plans relating to mergers and acquisitions. Tax-qualified plans and parallel excess plans. The final NYSE rule provides that, if a grant, plan or amendment would have been subject to the shareholder approval requirement in the absence of one of these exemptions, then that grant, plan or amendment must be approved by the listed company s independent compensation committee or a majority of the listed company s independent directors. In addition, the final NYSE rule adds the requirement that a listed company notify the NYSE in writing if it takes action in reliance on one of these exemptions. Inducement awards. An inducement award is an award granted as a material inducement to a person who becomes an employee of the listed company or any of its subsidiaries or to a person rehired following a bona fide period of interruption of employment. The final NYSE rule makes clear that exempt inducement awards may be granted to new employees in connection with a 7 8 The final NYSE rule provides, as an example, that changing the method of determining fair market value under a plan from the closing price on the date of grant to the average of the high and low price on the date of grant is not a material revision. The final NYSE rule defines a repricing to mean any of the following or any other action that has the same effect: lowering the strike price of an option after it is granted; any other action that is treated as a repricing under GAAP; and canceling an option at a time when its strike price exceeds the fair market value of the underlying stock, in exchange for another option, restricted stock, or other equity award, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction. The final NYSE rule does not apply to repricings through an exchange offer that commenced before June 30, Fried, Frank, Harris, Shriver & Jacobson 4 June 30, 2003

5 merger or acquisition. It also adds the requirement that the listed company disclose in a press release the material terms of any award (including the name of the recipient and the number of shares involved) promptly following a grant in reliance on this exemption. Plans relating to mergers and acquisitions. The final NYSE rule provides that shareholder approval is not required to convert, replace or adjust outstanding awards (including those of the target company) to reflect merger or acquisition transactions. In addition, the final NYSE rule provides that shares reserved for issuance under the target company s plans may be used for post-acquisition grants, so long as the target company s plans had previously been approved by that company s shareholders. (A plan adopted and approved in contemplation of the transaction would not be considered pre-existing for this purpose.) These shares may be used either for grants under the target company s plan or another plan so long as (1) the number of shares available for grants is appropriately adjusted to reflect the transaction, (2) the time during which the shares are available for grants is not extended beyond the period that would have been available, absent the transaction, under the pre-existing plan and (3) the awards are not granted to the employees of the acquiror and its pre-transaction subsidiaries. 9 Tax-qualified and parallel excess plans. The final NYSE rule provides that the following types of plans (and material revisions thereof) are exempt from the shareholder approval requirement: Plans intended to meet the requirements of Section 401(a) of the Internal Revenue Code (for example, 401(k) plans and ESOPs) or Section 423 of the Internal Revenue Code (employee stock purchase plans). 10 Parallel excess plans (referred to as parallel nonqualified plans under the proposed rule). The definition of a parallel excess plan under the final NYSE rule is narrower than the definition of parallel nonqualified plan under the proposed rule. The final NYSE rule provides that a parallel excess plan is a pension plan designed to work in conjunction with a plan qualified under Section 401(a) of the Internal 9 10 The final NYSE rule also provides that shares reserved for listing on the NYSE in connection with merger and acquisition transactions in reliance on this exemption must be counted in determining whether a transaction involves the issuance of 20% or more of the acquirer s outstanding common stock, thereby triggering the requirement that the transaction be approved by the acquiror s shareholders under Rule (c) of the Listed Company Manual. An employee stock purchase plan intended to receive the tax treatment under Section 423 of the Internal Revenue Code must in any event be approved by the listed company s shareholders pursuant to the Internal Revenue Code. Fried, Frank, Harris, Shriver & Jacobson 5 June 30, 2003

6 Revenue Code, but that is not restricted by the limitations on the maximum amount of contributions and/or level of benefits imposed upon tax-qualified plans by the Internal Revenue Code. In addition, the final NYSE rule requires that a parallel excess plan cover all or substantially all employees of an employer who are participants in the related qualified plan and whose annual compensation is in excess of the limit set forth in Section 401(a)(17) of the Internal Revenue Code and have substantially the same terms as the qualified plan that it parallels except for the elimination of the limitations described above. However, the final NYSE rule adds the requirement that no participant under a parallel excess plan may receive employer equity contributions under the plan in excess of 25% of the participant s cash compensation. 11 Transition Rules Regarding Pre-Effective Date Discretionary and Formula Plans Special rules apply to discretionary plans and formula plans (as described in footnote 6, above) that are in effect before June 30, Discretionary plans. Perhaps not surprisingly, discretionary plans, which contain no share limits, are looked upon with disfavor under the final NYSE rule. Listed companies may make grants after June 30, 2003 under discretionary plans in effect before that date without obtaining further shareholder approval of the plan or grants only until the first to occur of the following: The listed company s next annual meeting at which directors are elected that occurs after December 27, June 30, The expiration of the plan. Any grants made during this transition period must be consistent with past practice. If a plan can be separated into a discretionary portion and a nondiscretionary portion, the non-discretionary portion of the plan will be deemed to be a separate plan and may continue to be used separately (subject to any applicable transition rules). Formula plans. The final NYSE rule provides that grants under formula plans in effect before June 30, 2003 may be made after June 30, 2003 without further shareholder approval for only the limited transition period applicable to discretionary plans or, if later, until the shares that were available immediately before June 30, 2003 (that is, without giving regard to any increase thereafter) have been used. However, a formula plan which has been approved by 11 The final NYSE rule makes clear that the exemption for tax-qualified and parallel excess plans will apply to plans that fail to qualify for the exemption solely because they contain provisions necessary to comply with non-u.s. tax laws applicable to non-u.s. employees covered by them. Fried, Frank, Harris, Shriver & Jacobson 6 June 30, 2003

7 shareholders before June 30, 2003 may continue to be used beyond the transition period if the plan has a term of 10 years or less. If the plan does not have a term of 10 years or less, it may be amended (either before or after June 30, 2003) to provide for such a term, and the amendment will not be considered a material revision of the plan. The term must run from the date of original adoption or the date of the plan s most recent shareholder approval, whichever is later. Broker Voting on Equity The final NYSE rule amends NYSE Rule 452 to preclude brokers from voting on equity compensation plans presented to shareholders unless they receive instructions from the beneficial owners of the shares being voted. The final NYSE rule provides that amended Rule 452 will be effective for any meeting of shareholders that occurs on or after September 28, The Final Nasdaq Rule Like the final NYSE rule, the final Nasdaq rule requires shareholder approval prior to the issuance of securities in connection with the establishment or material amendment of a stock option plan, purchase plan or other equity compensation arrangement pursuant to which options or stock awards may be acquired by officers, directors, employees or consultants. Like the final NYSE rule, the final Nasdaq rule provides exceptions for all of the following: Warrants or rights issued generally to all security holders of the listed company or stock purchase plans available on equal terms to all security holders of the listed company (such as a typical dividend reinvestment plan). Tax-qualified, non-discriminatory employee benefit plans (for example, plans that satisfy Section 401(a) or Section 423 of the Internal Revenue Code) or parallel nonqualified plans, 12 if approved by the issuer s compensation committee or a majority of the issuer s independent directors. 12 Like the final NYSE rule, the exception under the final Nasdaq rule related to parallel nonqualified plans is more limited than the exception under the initial Nasdaq proposal (which was substantially identical to the definition of such term under the proposed NYSE rule), in that it excludes from the definition of a parallel nonqualified plan any plan under which a participant receives employer equity contributions under the plan in excess of 25% of such participant s cash compensation. Fried, Frank, Harris, Shriver & Jacobson 7 June 30, 2003

8 (iv) (v) Plans that merely provide a convenient way to purchase shares on the open market or from the issuer at fair market value (this exception was not included in the initial Nasdaq proposal). Certain plans or arrangements relating to an acquisition or merger. This exception is substantially the same as the exemption under the final NYSE rule related to mergers and acquisitions, as described above, except that it appears that plans and arrangements exempt from shareholder approval may also be used following the transaction (the final NYSE rule requires that the plan or arrangement have been approved by shareholders). 13 Inducement grants to a person not previously an employee or director of the listed company (including grants made to new employees in connection with a merger or acquisition), or following a bona fide period of non-employment, as an inducement to the individual entering into employment with the listed company, if approved by the issuer s compensation committee (comprised of a majority of independent directors) or a majority of the issuer s independent directors. The final Nasdaq rule, unlike the initial Nasdaq proposal, includes a nonexhaustive list of revisions that Nasdaq considers material. This list is similar to the list included in the final NYSE rule and includes all of the following: Any material increase in the number of shares available under the plan (other than an increase solely to reflect a reorganization, stock split, merger, spinoff or similar transaction). 14 Any material increase in benefits to participants, including any material change to (1) permit a repricing (or decrease in exercise price) of outstanding options, (2) reduce the price at which shares or options to purchase shares may be offered or (3) extend the Like the final NYSE rule, the final Nasdaq rule states that shares available for issuance under a target s plan by reason of a merger or acquisition will be counted in determining whether the transaction involves the issuance of 20% or more of an acquiror s outstanding common stock, thereby triggering the requirement that the transaction be approved by the acquiror s shareholders. The final Nasdaq rule states that if a plan provides for automatic increases in the number of shares subject to a plan or automatic grants of options under a plan pursuant to a formula, then the plan cannot have a term in excess of 10 years unless shareholder approval is obtained every 10 years. In addition, like the final NYSE rule, the final Nasdaq rule provides that if a plan contains no limit on the number of shares available for grant, then each grant under the plan will require separate shareholder approval even if the term of the plan is not greater than 10 years. The final Nasdaq rule, like the final NYSE rule, makes clear that a requirement that grants be made out of treasury or repurchased shares will not exempt a plan from these additional shareholder approval requirements. Fried, Frank, Harris, Shriver & Jacobson 8 June 30, 2003

9 duration of a plan. Unlike the final NYSE rule, the final Nasdaq rule does not contain a presumption that a plan that is silent as to repricing prohibits repricing. (iv) Any material expansion of the class of participants eligible to participate in the plan. Any expansion in the types of options or awards provided under the plan. The final Nasdaq rule does not contain any explicit transition rules, other than a general statement that existing plans are grandfathered until they are materially modified. * * * If you would like to discuss these final rules or related matters, please do not hesitate to contact any of the individuals listed below. New York Howard B. Adler Donald P. Carleen Michael A. Levitt Jonathan F. Lewis Laraine S. Rothenberg Rebecca Ditsch Sean Feller Washington Lawrence R. Bard Fried, Frank, Harris, Shriver & Jacobson 9 June 30, 2003

Frederic W. Cook & Co., Inc. NYSE RELEASES FINAL SHAREHOLDER APPROVAL REQUIREMENTS

Frederic W. Cook & Co., Inc. NYSE RELEASES FINAL SHAREHOLDER APPROVAL REQUIREMENTS Frederic W. Cook & Co., Inc. New York Chicago Los Angeles July 1, 2003 NYSE RELEASES FINAL SHAREHOLDER APPROVAL REQUIREMENTS The New York Stock Exchange has released its long-awaited final rules regarding

More information

Shareholder Approval Required for Equity Compensation Plans. July 8, 2003

Shareholder Approval Required for Equity Compensation Plans. July 8, 2003 Shareholder Approval Required for Equity Compensation Plans July 8, 2003 Shareholder Approval Required for Equity Compensation Plans On June 30, 2003, the SEC approved new rules requiring any company listed

More information

UPDATE. Equity Compensation New Ground Rules For Shareholder Approval. II. New Shareholder Approval Requirements for NYSE and Nasdaq Companies 1

UPDATE. Equity Compensation New Ground Rules For Shareholder Approval. II. New Shareholder Approval Requirements for NYSE and Nasdaq Companies 1 October 2003 Intellectual Corporate Department Property & Technology Law kramerlevin.com Equity Compensation New Ground Rules For Shareholder Approval I. Introduction The New York Stock Exchange, Nasdaq

More information

Last revised March 23, 2007. Frequently asked questions on Equity Compensation Plans

Last revised March 23, 2007. Frequently asked questions on Equity Compensation Plans Last revised March 23, 2007. Frequently asked questions on Equity Compensation Plans As of March 29, 2007 Section A. Is this an equity compensation plan subject to the rule? A-1. A plan under which the

More information

TREASURY ADOPTS RULES REQUIRING BROKER-DEALERS TO VERIFY CUSTOMER IDENTITY

TREASURY ADOPTS RULES REQUIRING BROKER-DEALERS TO VERIFY CUSTOMER IDENTITY T O O U R F R I E N D S A N D C L I E N T S May 9, 2003 TREASURY ADOPTS RULES REQUIRING BROKER-DEALERS TO VERIFY CUSTOMER IDENTITY INTRODUCTION On April 29, 2003, the Department of Treasury ( Treasury

More information

Section 162(m): Limit on Compensation Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP and Paula Todd, Towers Watson

Section 162(m): Limit on Compensation Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP and Paula Todd, Towers Watson Section 162(m): Limit on Compensation Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP and Paula Todd, Towers Watson This Practice Note is published by Practical Law Company on its PLC Employee

More information

POLICY 5.6 NORMAL COURSE ISSUER BIDS

POLICY 5.6 NORMAL COURSE ISSUER BIDS Scope of Policy POLICY 5.6 NORMAL COURSE ISSUER BIDS This Policy sets out the procedures and policies of the Exchange with respect to normal course issuer bids made through its facilities. In general,

More information

Insider Trading Rules Section 16

Insider Trading Rules Section 16 COMPENSATION COMMITTEE HANDBOOK Insider Trading Rules Section 16 The Basics What is the rule? Section 16 imposes restrictions on when and how a corporate insider may buy and sell shares of company stock.

More information

BEST BUY CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN

BEST BUY CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN BEST BUY CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN Table of Contents Section 1. Purpose... 1 Section 2. Definitions... 1 Section 3. Administration... 3 (a) Power and Authority of the Committee...

More information

MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN

MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (As amended) 1 The Company wishes to attract employees to the Company, its Subsidiaries and Affiliates and to induce employees to remain

More information

ALTRIA GROUP, INC. CHAIRMAN OF THE BOARD NEW YORK, NEW YORK 10017. March 20, 2007. Dear Altria Shareholder:

ALTRIA GROUP, INC. CHAIRMAN OF THE BOARD NEW YORK, NEW YORK 10017. March 20, 2007. Dear Altria Shareholder: ALTRIA GROUP, INC. LOUIS C. CAMILLERI 120 PARK AVENUE CHAIRMAN OF THE BOARD NEW YORK, NEW YORK 10017 Dear Altria Shareholder: March 20, 2007 As you know, on January 31, 2007, the Board of Directors of

More information

o The filing and timing requirements are summarized on Exhibit A. Other Securities Law Issues

o The filing and timing requirements are summarized on Exhibit A. Other Securities Law Issues MORRISON & FOERSTER LLP CHECKPOINTS: THE CONSEQUENCES OF CROSSING VARIOUS OWNERSHIP THRESHOLDS WHEN INVESTING B. JEFFERY BELL * This memorandum outlines certain considerations associated with the acquisition

More information

LADENBURG THALMANN FINANCIAL SERVICES INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN ARTICLE I BACKGROUND

LADENBURG THALMANN FINANCIAL SERVICES INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN ARTICLE I BACKGROUND Adopted by Board: May 21, 2002 Adopted by Shareholders: November 6, 2002 Amendments Approved by Compensation Committee: December 29, 2005 Amendment Approved by Board: September 15, 2006 Amendment Approved

More information

When the Going Gets Tough, Opt for Option Exchange Programs

When the Going Gets Tough, Opt for Option Exchange Programs When the Going Gets Tough, Opt for Option Exchange Programs Stockholders and company management are finding stock option exchange programs more appealing than in the past. By Laraine Rothenberg, Amy Blackman,

More information

PROXY VOTING POLICY PROCEDURE. Responsibility and Oversight

PROXY VOTING POLICY PROCEDURE. Responsibility and Oversight PROXY VOTING BACKGROUND An investment adviser is required to adopt and implement policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interest of

More information

DESCRIPTION OF THE PLAN

DESCRIPTION OF THE PLAN DESCRIPTION OF THE PLAN PURPOSE 1. What is the purpose of the Plan? The purpose of the Plan is to provide eligible record owners of common stock of the Company with a simple and convenient means of investing

More information

NYSE Listed Company Manual Section 303A Corporate Governance Standards Frequently Asked Questions

NYSE Listed Company Manual Section 303A Corporate Governance Standards Frequently Asked Questions NYSE Listed Company Manual Section 303A Corporate Governance Standards Frequently Asked Questions Section A - Questions with Respect to Transition Periods 1. Reserved. Reserved 1/4/10. 2. Reserved. Reserved

More information

Founder Stock Purchase Agreement

Founder Stock Purchase Agreement Founder Stock Purchase Agreement Document 1330A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information that

More information

The Federal Reserve s Final Rule on Merchant Banking and Revised Capital Proposal for Investment Activities

The Federal Reserve s Final Rule on Merchant Banking and Revised Capital Proposal for Investment Activities MEMORANDUM May 4, 2001 RE: The Federal Reserve s Final Rule on Merchant Banking and Revised Capital Proposal for Investment Activities The Federal Reserve Board (the FRB ) has taken two important steps

More information

Underwater Stock Options and Stock Option Exchange Programs

Underwater Stock Options and Stock Option Exchange Programs Executive Compensation & Employee Benefits April 2, 2009 Underwater Stock Options and Stock Option Exchange Programs Equity-based incentive awards are intended to motivate high levels of performance and

More information

The Revised Canadian Take-Over Bid and Issuer Bid Regime. February 2008

The Revised Canadian Take-Over Bid and Issuer Bid Regime. February 2008 The Revised Canadian Take-Over Bid and Issuer Bid Regime Table of Contents INTRODUCTION...1 TAKE-OVER BIDS...2 WHAT IS A TAKE-OVER BID?...2 ACTING JOINTLY OR IN CONCERT...2 EQUAL TREATMENT OF TARGET'S

More information

SEC GRANTS CLASS-WIDE RELIEF UNDER RULE 14e-5 FROM FINANCIAL ADVISOR TRADING RESTRICTIONS IN CROSS-BORDER TENDER OFFERS

SEC GRANTS CLASS-WIDE RELIEF UNDER RULE 14e-5 FROM FINANCIAL ADVISOR TRADING RESTRICTIONS IN CROSS-BORDER TENDER OFFERS SEC GRANTS CLASS-WIDE RELIEF UNDER RULE 14e-5 FROM FINANCIAL ADVISOR TRADING RESTRICTIONS IN CROSS-BORDER TENDER OFFERS London April 5, 2007 On April 4, 2007, the staff of the Division of Market Regulation

More information

ADVISORY Securities SEC PROPOSES SAY-ON-PAY RULES NEW SHAREHOLDER ADVISORY VOTES. October 20, 2010

ADVISORY Securities SEC PROPOSES SAY-ON-PAY RULES NEW SHAREHOLDER ADVISORY VOTES. October 20, 2010 ADVISORY Securities October 20, 2010 SEC PROPOSES SAY-ON-PAY RULES Moving quickly to implement one of the higher-profile provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the

More information

[LOGO] ROGERS COMMUNICATIONS INC. DIVIDEND REINVESTMENT PLAN. November 1, 2010

[LOGO] ROGERS COMMUNICATIONS INC. DIVIDEND REINVESTMENT PLAN. November 1, 2010 [LOGO] ROGERS COMMUNICATIONS INC. DIVIDEND REINVESTMENT PLAN November 1, 2010 Rogers Communications Inc. Dividend Reinvestment Plan Table of Contents SUMMARY... 3 DEFINITIONS... 4 ELIGIBILITY... 6 ENROLLMENT...

More information

Action: Notice of an application for an order under section 6(c) of the Investment Company Act

Action: Notice of an application for an order under section 6(c) of the Investment Company Act This document is scheduled to be published in the Federal Register on 02/09/2016 and available online at http://federalregister.gov/a/2016-02442, and on FDsys.gov 8011-01p SECURITIES AND EXCHANGE COMMISSION

More information

National Instrument 55-104 Insider Reporting Requirements and Exemptions

National Instrument 55-104 Insider Reporting Requirements and Exemptions National Instrument 55-104 Insider Reporting Requirements and Exemptions PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions and interpretation (1) In this Instrument acceptable summary form means, in

More information

POLICY 4.4 INCENTIVE STOCK OPTIONS

POLICY 4.4 INCENTIVE STOCK OPTIONS POLICY 4.4 INCENTIVE STOCK OPTIONS Scope of Policy Incentive stock options are a means of rewarding optionees for future services provided to the Issuer. They are not intended as a substitute for salaries

More information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES OF BENEFICIAL OWNERSHIP OF SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES OF BENEFICIAL OWNERSHIP OF SECURITIES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 4 STATEMENT OF CHANGES OF BENEFICIAL OWNERSHIP OF SECURITIES The Commission is authorized to solicit the information required

More information

PROSPECTUS August 15, 2011 INTRICON CORPORATION. Summary of the 2007 Employee Stock Purchase Plan

PROSPECTUS August 15, 2011 INTRICON CORPORATION. Summary of the 2007 Employee Stock Purchase Plan PROSPECTUS August 15, 2011 INTRICON CORPORATION Summary of the 2007 Employee Stock Purchase Plan This document constitutes part of a prospectus covering securities that have been registered under the Securities

More information

AMERICAN BAR ASSOCIATION. Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits. Questions and Answers.

AMERICAN BAR ASSOCIATION. Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits. Questions and Answers. AMERICAN BAR ASSOCIATION Technical Session Between the SEC Staff and the Joint Committee on Employee Benefits Questions and Answers May 4, 2004 The following questions and answers are based on informal

More information

T he restrictions of Sections 23A and Regulation W

T he restrictions of Sections 23A and Regulation W BNA s Banking Report Reproduced with permission from BNA s Banking Report, 100 BBR 109, 1/15/13, 01/15/2013. Copyright 2013 by The Bureau of National Affairs, Inc. (800-372-1033) http://www.bna.com REGULATION

More information

Automatic Dividend Reinvestment and Stock Purchase Plan

Automatic Dividend Reinvestment and Stock Purchase Plan Automatic Dividend Reinvestment and Stock Purchase Plan The Automatic Dividend Reinvestment and Stock Purchase Plan ("the Plan") of Media General, Inc. provides all registered holders of its Class A Common

More information

SEC ADOPTS FINAL RULES TO THE INVESTMENT ADVISERS ACT OF 1940 IMPLEMENTING PROVISIONS OF THE DODD FRANK ACT

SEC ADOPTS FINAL RULES TO THE INVESTMENT ADVISERS ACT OF 1940 IMPLEMENTING PROVISIONS OF THE DODD FRANK ACT SEC ADOPTS FINAL RULES TO THE INVESTMENT ADVISERS ACT OF 1940 IMPLEMENTING PROVISIONS OF THE DODD FRANK ACT 1. INTRODUCTION On 22 June 2011, the Securities and Exchange Commission ("SEC") adopted final

More information

The Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan

The Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan The Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan Offering Circular Effective November 6, 2013 The description contained in this Offering Circular of the Canadian and U.S. income tax

More information

LUNDIN MINING CORPORATION INCENTIVE STOCK OPTION PLAN ARTICLE I INTRODUCTION

LUNDIN MINING CORPORATION INCENTIVE STOCK OPTION PLAN ARTICLE I INTRODUCTION LUNDIN MINING CORPORATION INCENTIVE STOCK OPTION PLAN ARTICLE I INTRODUCTION 1.1 Purpose of Plan The purpose of the Plan is to secure for the Company and its shareholders the benefits of incentive inherent

More information

Guide to Security Based Compensation Arrangements

Guide to Security Based Compensation Arrangements Guide to Security Based Compensation Arrangements TMX Group Equities Toronto Stock Exchange TSX Venture Exchange Equicom Derivatives Montréal Exchange CDCC Montréal Climate Exchange Fixed Income Shorcan

More information

Certain capitalized terms in this Premium Dividend and Dividend Reinvestment Plan have the meaning assigned to them under "Definitions" below.

Certain capitalized terms in this Premium Dividend and Dividend Reinvestment Plan have the meaning assigned to them under Definitions below. Premium Dividend and Dividend Reinvestment Plan Certain capitalized terms in this Premium Dividend and Dividend Reinvestment Plan have the meaning assigned to them under "Definitions" below. Important

More information

PERCEPTRON, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated October 22, 2004)

PERCEPTRON, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated October 22, 2004) PERCEPTRON, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated October 22, 2004) 1. Purpose. The purpose of the Perceptron, Inc. Employee Stock Purchase Plan (the Plan ) is to promote the best interests

More information

COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law

COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law As filed with the Department of State of the State

More information

Chapter 5. Rules and Policies

Chapter 5. Rules and Policies Chapter 5 Rules and Policies 5.1.1 NI 55-104 Insider Reporting Requirements and Exemptions and Consequential Amendments to Related Instruments and Repeal Instruments for Certain Predecessor Instruments

More information

MERGER PROPOSAL YOUR VOTE IS VERY IMPORTANT August 28, 2015

MERGER PROPOSAL YOUR VOTE IS VERY IMPORTANT August 28, 2015 MERGER PROPOSAL YOUR VOTE IS VERY IMPORTANT August 28, 2015 Dear Aetna Inc. Shareholders and Humana Inc. Stockholders: On behalf of the boards of directors of Aetna and Humana, we are pleased to enclose

More information

How to Increase the Life Expectancy of the Equity Plan s Share Reserve

How to Increase the Life Expectancy of the Equity Plan s Share Reserve How to Increase the Life Expectancy of the Equity Plan s Share Reserve Presentation for: NASPP, Houston Chapter August 28, 2014 Presented by: Anthony J. Eppert, Winstead PC AEppert@Winstead.com 713.650.2721

More information

Regulation BTR became effective on January 26, 2003.

Regulation BTR became effective on January 26, 2003. FEBRUARY 2003 Client Alert SEC Adopts Final Rules Restricting Insider Trading During Pension Fund Blackout Periods Introduction On January 15, 2003, the SEC adopted new Regulation Blackout Trading Restriction

More information

UIL HOLDINGS CORPORATION 2012 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

UIL HOLDINGS CORPORATION 2012 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN UIL HOLDINGS CORPORATION 2012 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The Employee Stock Purchase Plan (ESPP) is intended to provide Employees (as defined herein) of UIL Holdings Corporation

More information

FREQUENTLY ASKED QUESTIONS ABOUT REGULATION S

FREQUENTLY ASKED QUESTIONS ABOUT REGULATION S FREQUENTLY ASKED QUESTIONS ABOUT REGULATION S Understanding Regulation S What is Regulation S? Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933,

More information

SEC Adopts Dodd-Frank Compensation Committee and Adviser Independence Rules

SEC Adopts Dodd-Frank Compensation Committee and Adviser Independence Rules June 21, 2012 SEC Adopts Dodd-Frank Compensation Committee and Adviser Independence Rules By Lawrence R. Bard and Daniel R. Kahan On June 20, 2012, the U.S. Securities and Exchange Commission (the SEC

More information

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE OPTION PLAN, AS AMENDED

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE APPROVAL OF THE OPTION PLAN, AS AMENDED STOCK OPTIONS To approve a Stock Option Plan which provides for the grant of (a) Incentive Stock Options, (b) Non-qualified Stock Options, and (c) Reload Options (Non-qualified Stock Options which (I)

More information

IDEXX LABORATORIES, INC.

IDEXX LABORATORIES, INC. As filed with the Securities and Exchange Commission on May 22, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE

More information

Alert. Client PROSKAUER ROSE SM. Employee Benefits Provisions Under the Economic Growth And Tax Relief Reconciliation Act of 2001

Alert. Client PROSKAUER ROSE SM. Employee Benefits Provisions Under the Economic Growth And Tax Relief Reconciliation Act of 2001 PROSKAUER ROSE SM Client Alert Employee Benefits Provisions Under the Economic Growth And Tax Relief Reconciliation Act of 2001 On June 7, 2001, President Bush signed into law The Economic Growth and Tax

More information

ACCOUNTING STANDARDS BOARD OCTOBER 1998 FRS 14 FINANCIAL REPORTING STANDARD EARNINGS ACCOUNTING STANDARDS BOARD

ACCOUNTING STANDARDS BOARD OCTOBER 1998 FRS 14 FINANCIAL REPORTING STANDARD EARNINGS ACCOUNTING STANDARDS BOARD ACCOUNTING STANDARDS BOARD OCTOBER 1998 FRS 14 14 EARNINGS FINANCIAL REPORTING STANDARD PER SHARE ACCOUNTING STANDARDS BOARD Financial Reporting Standard 14 Earnings per Share is issued by the Accounting

More information

CONSIDERATIONS IN ESTABLISHING A LEVERAGED ESOP

CONSIDERATIONS IN ESTABLISHING A LEVERAGED ESOP AUTHOR John A. Wilhelm, Partner Venable, LLP 8010 Towers Crescent Drive Suite 300 Vienna, VA 22182 PH: 703.760.1917 FAX: 703.821.8949 JAWilhelm@Venable.com CONSIDERATIONS IN ESTABLISHING A LEVERAGED ESOP

More information

G Employee Benefits Alert

G Employee Benefits Alert G Employee Benefits Alert August 2001 The Economic Growth and Tax Relief Reconciliation Act of 2001 The Economic Growth and Tax Relief Reconciliation Act of 2001 (the Act ) ushers in the most significant

More information

Sun Life Financial Inc.

Sun Life Financial Inc. Sun Life Financial Inc. Canadian Dividend Reinvestment and Share Purchase Plan AMENDED AND RESTATED OFFERING CIRCULAR Table of Contents Parts of this Offering Circular... 1 Notice to Non-Registered Beneficial

More information

RULE 144 PERSONS DEEMED NOT TO BE ENGAGED IN A DISTRIBUTION AND THEREFORE NOT UNDERWRITERS. Preliminary Note to Rule 144

RULE 144 PERSONS DEEMED NOT TO BE ENGAGED IN A DISTRIBUTION AND THEREFORE NOT UNDERWRITERS. Preliminary Note to Rule 144 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31,2006 Estimated average burden hours per response.......1.0 RULE 144 PERSONS

More information

BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN This Offering Circular covers common shares of Bank of Montreal (the Bank ) which may be purchased on the open market through

More information

FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001)

FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001) FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001) (Originally incorporated on November 25, 1986, under the name CL Acquisition Corporation) FIRST. The

More information

PEARSON plc EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY

PEARSON plc EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY PEARSON plc EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE

More information

Verizon Communications

Verizon Communications A Direct Stock Purchase and Share Ownership Plan for Common Stock, $.10 par value per share, of Verizon Communications Inc. Verizon Communications Direct Invest Purchase Verizon shares conveniently. Build

More information

RESOURCES CONNECTION, INC. EMPLOYEE STOCK PURCHASE PLAN

RESOURCES CONNECTION, INC. EMPLOYEE STOCK PURCHASE PLAN RESOURCES CONNECTION, INC. EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS Page 1. PURPOSE... 1 2. DEFINITIONS... 1 3. ELIGIBILITY... 4 4. STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS... 4 5. OFFERING

More information

MANITOBA TELECOM SERVICES INC. DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

MANITOBA TELECOM SERVICES INC. DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN MANITOBA TELECOM SERVICES INC. DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN MAY 12, 2010 SUMMARY Manitoba Telecom Services Inc. Dividend Reinvestment and Share Purchase Plan This is a summary of the features

More information

What is an ESOP? ESOPs are defined contribution pension plans that invest primarily in the stock of the plan sponsor

What is an ESOP? ESOPs are defined contribution pension plans that invest primarily in the stock of the plan sponsor Employee Stock Ownership Plans May 2013 http://aicpa.org/ebpaqc ebpaqc@aicpa.org Topix Primer Series The AICPA Employee Benefit Plan Audit Quality Center (EBPAQC) has developed this primer to provide Center

More information

EMPLOYEE STOCK PURCHASE PROGRAM Offered by Computershare Trust Company, N.A.

EMPLOYEE STOCK PURCHASE PROGRAM Offered by Computershare Trust Company, N.A. EMPLOYEE STOCK PURCHASE PROGRAM Offered by Computershare Trust Company, N.A. Effective date: 6/1/99 Updated: 5/12/09 Employee questions: Submit a question or request to HR Connections To enroll: estream>quick

More information

FREQUENTLY ASKED QUESTIONS ABOUT RIGHTS OFFERINGS

FREQUENTLY ASKED QUESTIONS ABOUT RIGHTS OFFERINGS FREQUENTLY ASKED QUESTIONS ABOUT RIGHTS OFFERINGS Background What is a rights offering? A rights offering typically provides an issuer s existing shareholders the opportunity to purchase a pro rata portion

More information

ORION ENGINEERED CARBONS S.A. INSIDER TRADING POLICY. All defined terms shall have the meanings set forth in the Annex A.

ORION ENGINEERED CARBONS S.A. INSIDER TRADING POLICY. All defined terms shall have the meanings set forth in the Annex A. ORION ENGINEERED CARBONS S.A. INSIDER TRADING POLICY In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other individuals, Orion Engineered

More information

STATE OF CALIFORNIA DEPARTMENT OF CORPORATIONS

STATE OF CALIFORNIA DEPARTMENT OF CORPORATIONS STATE OF CALIFORNIA DEPARTMENT OF CORPORATIONS TEXT OF PROPOSED CHANGES UNDER THE CORPORATE SECURITIES LAW OF 1968 PURSUANT TO NOTICE DATED: DECEMBER 15, 2011 1. Section 260.204.9 is amended to read: 260.204.9.

More information

April 8, 2013. I. Background.

April 8, 2013. I. Background. April 8, 2013 The Extra-territorial Reach of the Broker-Dealer Registration Requirements Under the U.S. Securities Exchange Act of 1934; the Staff of the Securities and Exchange Commission Addresses Frequently

More information

Selecting a Securities Exchange: NYSE, NASDAQ and Key European Exchange Listing Requirements for Equities

Selecting a Securities Exchange: NYSE, NASDAQ and Key European Exchange Listing Requirements for Equities Selecting a Securities Exchange: NYSE, NASDAQ and Key European Exchange Listing Requirements for Equities Selecting a Securities Exchange: NYSE, NASDAQ, and Key European Exchange Listing Requirements for

More information

Manual of Publicly Available Telephone Interpretations

Manual of Publicly Available Telephone Interpretations SEC Division of Corporation Finance Manual of Publicly Available Telephone Interpretations N. PROXY RULES AND SCHEDULE 14A 1. Proxy Rules A cooperative subject to the Exchange Act has a procedure for sending

More information

U.S. AND GLOBAL EMPLOYEE STOCK PURCHASE PLANS SUMMARY OF KEY TERMS

U.S. AND GLOBAL EMPLOYEE STOCK PURCHASE PLANS SUMMARY OF KEY TERMS U.S. AND GLOBAL EMPLOYEE STOCK PURCHASE PLANS SUMMARY OF KEY TERMS January 1, 2009 EXECUTIVE SUMMARY This summary highlights some features of the Thomson Reuters U.S. Employee Stock Purchase Plan and the

More information

STATEMENT OF POLICY REGARDING CORPORATE SECURITIES DEFINITIONS

STATEMENT OF POLICY REGARDING CORPORATE SECURITIES DEFINITIONS STATEMENT OF POLICY REGARDING CORPORATE SECURITIES DEFINITIONS Adopted April 27, 1997; Amended September 28, 1999 & March 31, 2008 I. INTRODUCTION This Statement of Policy Regarding Definitions applies

More information

7. (a) Place and Method of Offering / (b) Offer price of the Bonds:

7. (a) Place and Method of Offering / (b) Offer price of the Bonds: FOR RELEASE: September 2, 2004 Notice Concerning Issuance of Euro Yen Convertible Bonds due 2011 (convertible bonds type - bonds with stock acquisition rights, tenkanshasaigata shinkabu yoyakuken-tsuki

More information

DEPARTMENT OF THE TREASURY WASHINGTON, D.C. 20220. June 16, 2014

DEPARTMENT OF THE TREASURY WASHINGTON, D.C. 20220. June 16, 2014 DEPARTMENT OF THE TREASURY WASHINGTON, D.C. 20220 June 16, 2014 Mr. James J. Duffy Chief Human Resources Officer Ally Financial Inc. 1177 Avenue of the Americas New York, NY 10036 Re: Proposed Compensation

More information

PALL CORPORATION 25 Harbor Park Drive Port Washington, NY 11050 (516) 484-5400

PALL CORPORATION 25 Harbor Park Drive Port Washington, NY 11050 (516) 484-5400 PALL CORPORATION 25 Harbor Park Drive Port Washington, NY 11050 (516) 484-5400 June 26, 2015 Dear Shareholder: We cordially invite you to attend a special meeting of the shareholders of Pall Corporation,

More information

RESTATED ARTICLES OF INCORPORATION NEXTERA ENERGY, INC. ARTICLE I. Name ARTICLE II. Purpose

RESTATED ARTICLES OF INCORPORATION NEXTERA ENERGY, INC. ARTICLE I. Name ARTICLE II. Purpose RESTATED ARTICLES OF INCORPORATION OF NEXTERA ENERGY, INC. ARTICLE I Name The name of the Corporation is NextEra Energy, Inc. ARTICLE II Purpose The purpose for which the Corporation is organized is the

More information

BEST BUY CO., INC. 2014 OMNIBUS INCENTIVE PLAN. As used in the Plan, the following terms shall have the meanings set forth below:

BEST BUY CO., INC. 2014 OMNIBUS INCENTIVE PLAN. As used in the Plan, the following terms shall have the meanings set forth below: BEST BUY CO., INC. 2014 OMNIBUS INCENTIVE PLAN Section 1. Purpose The purpose of the Plan is to promote the interests of the Company and its shareholders by aiding the Company in attracting and retaining

More information

Shareholder Dividend Reinvestment and Stock Purchase Plan

Shareholder Dividend Reinvestment and Stock Purchase Plan Shareholder Dividend Reinvestment and Stock Purchase Plan 2012 Offering circular 1 WHAT S INSIDE Introduction 3 Summary 4 Contact Information 4 Questions and Answers 5 Shareholder Dividend Reinvestment

More information

CORELOGIC, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN

CORELOGIC, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN This document constitutes part of a Prospectus covering securities that have been registered under the Securities Act of 1933. 2,000,000 Shares CORELOGIC, INC. Common Stock (par value $0.00001 per share)

More information

compensatory partnership and LLC interests in a non-u.s. entity.

compensatory partnership and LLC interests in a non-u.s. entity. FATCA COMPENSATION REPORTING: NEW RULES MAY REQUIRE REPORTING OF NON-U.S. SOURCED COMPENSATION TO THE IRS March 22, 2012 To Our Clients and Friends: In an effort to shake out hidden assets and prevent

More information

eskbook Emerging Life Sciences Companies second edition Chapter 13 Summary of Equity-based Executive Compensation Programs

eskbook Emerging Life Sciences Companies second edition Chapter 13 Summary of Equity-based Executive Compensation Programs eskbook Emerging Life Sciences Companies second edition Chapter 13 Summary of Equity-based Executive Compensation Programs Chapter 13 SUMMARY OF EQUITY-BASED EXECUTIVE COMPENSATION PROGRAMS Long-term incentive

More information

The Atlantic Building 950 F Street, NW Washington, OC 20004-1404. 202-239-3300 Fax: 202-654-4963 www.alston.com. Direct Dial: 202-239-3463

The Atlantic Building 950 F Street, NW Washington, OC 20004-1404. 202-239-3300 Fax: 202-654-4963 www.alston.com. Direct Dial: 202-239-3463 A I S--'1ri'ON s r -1_)1) _jk_ - - & \ _ 1.11' The Atlantic Building 950 F Street, NW Washington, OC 20004-1404 202-239-3300 Fax: 202-654-4963 www.alston.com David A Brown Direct Dial: 202-239-3463 Email:

More information

SOURCE CAPITAL, INC.

SOURCE CAPITAL, INC. SOURCE CAPITAL, INC. DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE PLAN A Dividend Reinvestment and Direct Stock Purchase Plan ( Plan ) is available to all record holders of Common Stock of Source Capital,

More information

PURE CYCLE CORPORATION 2014 EQUITY INCENTIVE PLAN To be effective as of April 12, 2014 SECTION 1 INTRODUCTION

PURE CYCLE CORPORATION 2014 EQUITY INCENTIVE PLAN To be effective as of April 12, 2014 SECTION 1 INTRODUCTION Appendix A Proposed Plan PURE CYCLE CORPORATION 2014 EQUITY INCENTIVE PLAN To be effective as of April 12, 2014 SECTION 1 INTRODUCTION 1.1 Establishment. Pure Cycle Corporation hereby establishes the Pure

More information

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NYSE GROUP, INC.

FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION NYSE GROUP, INC. FOURTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF NYSE GROUP, INC. NYSE Group, Inc. (the Corporation ), a corporation organized and existing under the Delaware General Corporation Law, as amended

More information

Dividend Re-Investment Plan DRIP NORTHLAND POWER INC. Amended and Restated Shareholder Dividend Re-Investment Plan

Dividend Re-Investment Plan DRIP NORTHLAND POWER INC. Amended and Restated Shareholder Dividend Re-Investment Plan Dividend Re-Investment Plan DRIP NORTHLAND POWER INC. Amended and Restated Shareholder Dividend Re-Investment Plan DIVIDEND REINVESTMENT PLAN Table of Contents Introduction... 2 Overview... 3 Definitions...

More information

BACKGROUND RELATING TO EESA EXECUTIVE COMPENSATION PROVISIONS

BACKGROUND RELATING TO EESA EXECUTIVE COMPENSATION PROVISIONS NOTICE 2008-PSSFI I. PURPOSE This Notice, issued pursuant to sections 101(a)(1), 101(c)(5), and 111 of the Emergency Economic Stabilization Act of 2008, Div. A of Pub. Law No. 110-343 (EESA), provides

More information

Term Sheet for Potential Investment by Strategic Investor

Term Sheet for Potential Investment by Strategic Investor Form: Term Sheet for Potential Investment by Strategic Investor Description: This is a very detailed term sheet for a prospective Preferred Stock investment in a private company, coupled with a strategic

More information

Internal Revenue Service, Treasury 1.305 5

Internal Revenue Service, Treasury 1.305 5 Internal Revenue Service, Treasury 1.305 5 1.305 5 Distributions on preferred stock. (a) In general. Under section 305(b)(4), a distribution by a corporation of its stock (or rights to acquire its stock)

More information

The SEC s New Large Trader Reporting Rule

The SEC s New Large Trader Reporting Rule The SEC s New Large Trader Reporting Rule November 3, 2011 SUMMARY With its recent adoption of Rule 13h-1 (the Rule ) and Form 13H pursuant to Section 13(h) of the Securities Exchange Act of 1934, as amended

More information

EMPLOYEE STOCK PURCHASE PLAN

EMPLOYEE STOCK PURCHASE PLAN EMPLOYEE STOCK PURCHASE PLAN Exhibit A to Proxy Statement CIBER, INC. EMPLOYEE STOCK PURCHASE PLAN (as amended May 9, 2012) I. Purpose The CIBER, Inc. Employee Stock Purchase Plan (the Plan ) is intended

More information

SECURITIES REGISTRATION

SECURITIES REGISTRATION THE CORPORATE & SECURITIES LAW ADVISOR Volume 23 Number 4, April 2009 SECURITIES REGISTRATION The Threat of Unsponsored ADR Programs Foreign companies are being targeted by US depositary banks as a result

More information

RESTATED CERTIFICATE OF INCORPORATION OF BECTON, DICKINSON AND COMPANY AS OF JANUARY 29, 2013

RESTATED CERTIFICATE OF INCORPORATION OF BECTON, DICKINSON AND COMPANY AS OF JANUARY 29, 2013 RESTATED CERTIFICATE OF INCORPORATION OF BECTON, DICKINSON AND COMPANY AS OF JANUARY 29, 2013 Becton, Dickinson and Company, a corporation organized and existing under the laws of the State of New Jersey,

More information

PAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN. In this Plan, the following terms shall have the following meanings:

PAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN. In this Plan, the following terms shall have the following meanings: PAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN 1. PURPOSE OF THE PLAN Pan American Silver Corp. (the Company ) hereby amends and restates its stock option and compensation share plan

More information

National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Table of Contents

National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Table of Contents National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues Table of Contents PART PART 1 PART 2 PART 3 PART 4 PART 5 PART 6 TITLE DEFINITIONS AND INTERPRETATION

More information

NASD Rule 2790 Revises Restrictions on the Purchase and Sale of Initial Equity Public Offerings

NASD Rule 2790 Revises Restrictions on the Purchase and Sale of Initial Equity Public Offerings Client Publication October / November 2003 NASD Rule 2790 Revises Restrictions on the Purchase and Sale of Initial Equity Public Offerings Background of Rule 2790 Since 1970, the National Association of

More information

NETGEAR INC. CHARTER FOR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. (As amended by the Board of Directors on March 30, 2013)

NETGEAR INC. CHARTER FOR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS. (As amended by the Board of Directors on March 30, 2013) NETGEAR INC. CHARTER FOR THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS (As amended by the Board of Directors on March 30, 2013) PURPOSE: The purpose of the Compensation Committee of the Board of

More information

SEC Adopts Rules to Implement the Private Fund Investment Advisers Registration Act

SEC Adopts Rules to Implement the Private Fund Investment Advisers Registration Act SEC Adopts Rules to Implement the Private Fund Investment Advisers Registration Act Jason E. Brown and Joel A. Wattenbarger of Ropes & Gray LLP On June 22, 2011, the Securities and Exchange Commission

More information

Your rights will expire on October 30, 2015 unless extended.

Your rights will expire on October 30, 2015 unless extended. DIVIDEND AND INCOME FUND 11 Hanover Square New York, NY 10005 September 28, 2015 Re: Rights Offering. Prompt action is requested. Dear Fellow Shareholder: Your rights will expire on October 30, 2015 unless

More information

January 18,2011. S7-37-10--Comments to Proposed Rule 202(a)(30)-1 ofthe Investment Advisers Act of 1940

January 18,2011. S7-37-10--Comments to Proposed Rule 202(a)(30)-1 ofthe Investment Advisers Act of 1940 D. Grant Vingoe Grant.Vingoe@aporter.com 212.715.1130 212.715.1399 Fax 399 Park Avenue New York. NY 10022-4690 VIA ELECTRONIC MAIL Secretary Securities and Exchange Commission 100 F Street, NE Washington,

More information

Nasdaq Delisting: Process, Implications and Strategies September 28, 2001

Nasdaq Delisting: Process, Implications and Strategies September 28, 2001 Nasdaq Delisting: Process, Implications and Strategies September 28, 2001 Recent market declines have caused the common stock of many companies to face delisting from the Nasdaq National Market (the NNM

More information

RESTATED ARTICLES OF INCORPORATION OF CISCO SYSTEMS, INC., a California Corporation

RESTATED ARTICLES OF INCORPORATION OF CISCO SYSTEMS, INC., a California Corporation RESTATED ARTICLES OF INCORPORATION OF CISCO SYSTEMS, INC., a California Corporation The undersigned, John T. Chambers and Larry R. Carter, hereby certify that: ONE: They are the duly elected and acting

More information