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Frequently Asked Questions
  Does Nasdaq require shareholder approval of equity compensation plans?
Identification Number 203

Yes. Listing Rule 5635(c) requires that a Nasdaq listed company seek shareholder approval when it establishes or materially amends a stock option or purchase plan or other arrangement pursuant to which stock may be acquired by officers, directors, employees or consultants. This includes any sale of securities at a discount to the market value to an officer, director, employee or consultant, even if part of a larger financing transaction. See FAQ #275.

In addition, please see IM 5635-1 and FAQ #219, which focus on those corporate actions that would be considered material amendments to existing plans and/or arrangements, and thus, require shareholder approval. IM 5635-1 also discusses circumstances under which shareholder approval is not required pursuant to Listing Rule 5635(c).

Publication Date*: 7/31/2012 Mailto Link Identification Number: 203
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