Library
|
|
|
|
|
|
Timeframe
|
|
|
Category
|
|
|
Sub-Category
|
|
|
** To make multiple selections, select the first criterion and then press and hold
the Ctrl Key **
|
|
|
1- 1 of 1
Search Results for:
|
Ordering of Search Results
When searching across multiple libraries:
FAQs will appear in alphabetical order by category and sub-category
Listing Council Decisions will appear in reverse chronological order by year.
Staff Interpretations will appear in reverse chronological order by year
When searching using keywords:
Results are returned in order of term frequency (i.e., the number of times the keywords appear in the material).
|
Libraries:  
FAQs - Listings
|
Filters:  
Additional Reference Materials,Annual Shareholder Meeting/Proxy Solicitation,Board Composition/Committee Assignments,Continued Listing,Distribution of Annual & Interim Reports,Exchange Traded Products,Fees,Hearings and Appeals,Initial Listing,Listing Center,Listing Information,Non-U.S. Companies,Notifications and Forms,Regulatory Authority,Related Party Transactions,Shareholder Approval,SPAC Listings,Voting Rights; All
|
|
|
|
Identification Number
275
|
|
Yes. The issuance of common stock (or equivalents) or securities convertible into or exercisable for common stock to officers, directors, employees, or consultants at a price less than the market value of the stock is considered a form of "equity compensation"
and requires shareholder approval unless the issuance is part of a public offering (as described in
IM-5635-3). For this purpose, market value is the consolidated closing bid price immediately preceding the time the company enters into a binding agreement to issue the securities.
Issuances to an entity controlled by an officer, director, employee, or consultant of the listed company may also be considered equity compensation under certain circumstances, such as where the issuance would be accounted for under Generally Accepted Accounting
Principles as equity compensation or result in the disclosure of compensation under the applicable provisions of Regulation S-K.
Note that this provision also applies to limited partnerships, which are required by
Rule 5615(a)(4)(H) to obtain the same approval for equity compensation as would be required under
Rule 5635(c) and
IM-5635-1. Also note that the Minimum Price, as defined in
Listing Rule 5635(d), is not applicable to
Listing Rule 5635(c) and thus is not relevant to this FAQ.
A company considering an issuance to an entity controlled by an officer, director, employee, or consultant is encouraged to contact its Listing Qualifications analyst by phone at +1 301 978 8008 to discuss the transaction prior to entering into a definitive
agreement.
Publication Date*:
10/10/2018
|
|
|
Identification Number:
275
|
|
|
|
|