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Frequently Asked Questions
  Are there any exceptions to Nasdaq's shareholder approval requirement for equity compensation?
Identification Number 238
Yes. Pursuant to Listing Rule 5635(c), shareholder approval is not required for:
    • Warrants or rights issued to all security holders on equal terms;
    • Stock purchase plans available to all security holders on equal terms (e.g., a dividend reinvestment plan);
    • Tax qualified, non-discriminatory employee benefit plans or parallel nonqualified plans which are regulated under the Internal Revenue Code and Treasury Department regulations, provided such plans are approved by the issuer's independent compensation committee or a majority of the issuer's independent directors. A similar plan for the company's non-U.S. employees, which provides features necessary to comply with applicable non-U.S. tax laws, is also exempt from the shareholder approval requirement;
    • Plans that provide a convenient way to purchase shares on the open market or from the issuer at fair market value;
    • Certain plans relating to mergers and acquisitions; or
    • Inducement grants.  
Publication Date*: 7/31/2012 Mailto Link Identification Number: 238
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