referencelibrarybanner
Board Diversity
Reference Library - Advanced Search
Find
 


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:
Libraries:   Staff Interpretation Letters
Filters:   All Years; Shareholder Approval; All
 
Search   Clear


Expand All Printer Friendly View Mailto Link 
Page: 1 of 1
Frequently Asked Questions
  Staff Interpretation 2022-01
Identification Number 1835

This is in response to your correspondence asking if an amendment to a shareholder approved employee stock purchase plan (the “Plan”) removing the term of the Plan, which is currently scheduled to expire in about six months, would require shareholder approval under Listing Rule 5635(c) and IM-5635-1 (collectively, the “Rule”).

You stated that the Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and is available for participation by all employees of the Company and certain subsidiaries, subject to limited exceptions to eligibility as permitted under Section 423 of the Code. The Plan became effective approximately nine and a half years ago, following its approval by the shareholders of the Company as required by Section 423 of the Code. The terms of the Plan provide that it will continue in effect for approximately ten years following effectiveness, unless sooner terminated under the terms of the Plan (the “Term”).

You stated that the Company proposes to remove the Term (the “Amendment) but does not intend to increase the total number of shares authorized and available for purchase under the Plan. You stated that the Amendment will be approved by the independent members of the Company’s board of directors but does not require shareholder approval under the terms of the Plan. You also stated that Section 423 of the Code does not require that the Amendment be approved by the Company’s shareholders. Finally, you stated that the Amendment will not affect any of the other material terms of the Plan. 

Following our review of the information you provided, we have determined that the Amendment would not require shareholder approval under the Rule because following the Amendment the Plan will continue to be a tax qualified, non-discriminatory employee benefit plan that meets the requirements of Section or 423 of the Code and the Amendment will be approved by the Company's a majority of the Company's independent directors as required by Listing Rule 5635(c)(2).


Publication Date*: 5/13/2022 Mailto Link Identification Number: 1835
Page: 1 of 1
home_footer_links
Copyright_statement
App Store       Google Play       Listing Center Content RSS Feed
The Nasdaq Stock Market, Nasdaq, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market, ExACT and Exchange Analysis and Compliance Tracking system are trademarks of Nasdaq, Inc.
FINRA® and Financial Industry Regulatory Authority, Inc.® are registered trademarks of Financial Industry Regulatory Authority, Inc.